MINUTES of the Extraordinary General Meeting of Shareholders by qdk21196

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									                             MINUTES
        of the Extraordinary General Meeting of Shareholders


Unified Energy System of Russia (RAO UES of Russia)

Company’s place of business:
119526, Moscow, pr-t Vernadskogo, d. 101, korp. 3.

Date of General Meeting (deadline for submission of ballots): October 26, 2007
(6.00 pm).

Type of General Meeting: extraordinary.
Form of meeting: absentee vote.

Postal address to which completed ballots to vote on agenda items were sent:
109544, Moscow, ul. Dobrovolcheskaya, d. 1/64, ZAO Status Registration
Company.

Chairman of the Extraordinary   A. S. Voloshin,
General Meeting of Shareholders Chairman of the Board of Directors, RAO UES
                                of Russia

Secretary of the Extraordinary A. V. Gabov,
General        Meeting        of Head of the Department for Corporate
Shareholders, Chairman of the Governance and Shareholder Relations, Corporate
Secretariat                       Center, RAO UES of Russia
      The Presidium of the Extraordinary General Meeting of Shareholders was
approved by the Board of Directors of RAO UES of Russia to comprise the
members of the Board of Directors of RAO UES of Russia (Minutes No. 261 of
September 28, 2007).
      The Secretariat of the Extraordinary General Meeting of Shareholders was
approved by the Board of Directors of RAO UES of Russia (Minutes No. 261 of
September 28, 2007) – Appendix A1.
      In accordance with Article 56 of Federal Law No. 208-FZ of December 26,
1995, "On Joint-Stock Companies," the functions of the counting commission
were performed by the Company's registrar, ZAO STATUS Registration
Company.

     Location of the registrar: 109544, Moscow, ul. Dobrovolcheskaya, d. 1/64.

     Authorized person of the registrar: Mikhail Nikolayevich Nedelsky.


                                    Agenda:

1. Reorganization of RAO UES of Russia through a spin-off of JSC
Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC
Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC OGK-1
Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC
OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo
Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding,
JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-
11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14
Holding, JSC Inter RAO UES Holding, JSC Holding MRSK, JSC RAO Energy
System of East, JSC Centerenergyholding, JSC Sibenergyholding, JSC
Intergeneration.
2. Election of the Board of Directors of JSC Gosudarstvennii Holding.
3. Election of the Board of Directors of JSC Gosudarstvennii Holding GidroOGK.
4. Election of the Board of Directors of JSC Minoritarnii Holding FGC UES.
5. Election of the Board of Directors of JSC Minoritarnii Holding GidroOGK.
6. Election of the Board of Directors of JSC OGK-1 Holding.
7. Election of the Board of Directors of JSC OGK-2 Holding.
8. Election of the Board of Directors of JSC OGK-3 Holding.
9. Election of the Board of Directors of JSC OGK-4 Holding.
10. Election of the Board of Directors of JSC OGK-6 Holding.
11. Election of the Board of Directors of JSC TGK-1 Holding.
12. Election of the Board of Directors of JSC TGK-2 Holding.
13. Election of the Board of Directors of JSC Mosenergo Holding.
14. Election of the Board of Directors of JSC TGK-4 Holding.
15. Election of the Board of Directors of JSC TGK-6 Holding.
16. Election of the Board of Directors of JSC Voljskaya TGK Holding.
17. Election of the Board of Directors of JSC UGK TGK-8 Holding.
18. Election of the Board of Directors of JSC TGK-9 Holding.
19. Election of the Board of Directors of JSC TGK-10 Holding.
20. Election of the Board of Directors of JSC TGK-11 Holding.
21. Election of the Board of Directors of JSC Kuzbassenergo Holding.
22. Election of the Board of Directors of JSC Enisei TGK Holding.
23. Election of the Board of Directors of JSC TGK-14 Holding.
24. Election of the Board of Directors of JSC Inter RAO UES Holding.
25. Election of the Board of Directors of JSC Holding MRSK.
26. Election of the Board of Directors of JSC RAO Energy System of East.

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27. Election of the Board of Directors of JSC Centerenergyholding.
28. Election of the Board of Directors of JSC Sibenergyholding.
29. Election of the Board of Directors of JSC Intergeneration.
30. Reorganization of JSC Gosudarstvennii Holding through its takeover by OAO
                                FGC UES.
31. Reorganization of JSC Gosudarstvennii Holding GidroOGK through its
                                takeover by OAO HydroOGK.
32. Reorganization of JSC Minoritarnii Holding FGC UES through its takeover by
                                OAO FGC UES.
33. Reorganization of JSC Minoritarnii Holding GidroOGK through its takeover by
                                OAO HydroOGK.
34. Reorganization of JSC OGK-1 Holding through its takeover by OAO OGK-1.
35. Reorganization of JSC OGK-2 Holding through its takeover by OAO OGK-2.
36. Reorganization of JSC OGK-3 Holding through its takeover by OAO OGK-3.
37. Reorganization of JSC OGK-4 Holding through its takeover by OAO OGK-4.
38. Reorganization of JSC OGK-6 Holding through its takeover by OAO OGK-6.
39. Reorganization of JSC TGK-1 Holding through its takeover by OAO TGK-1.
40. Reorganization of JSC TGK-2 Holding through its takeover by OAO TGK-2.
41. Reorganization of JSC Mosenergo Holding through its takeover by OAO
                                Mosenergo.
42. Reorganization of JSC TGK-4 Holding through its takeover by OAO TGK-4.
43. Reorganization of JSC TGK-6 Holding through its takeover by OAO TGK-6.
44. Reorganization of JSC Voljskaya TGK Holding through its takeover by OAO
                                Volzhskaya TGK.
45. Reorganization of JSC UGK TGK-8 Holding through its takeover by OAO
                                YuGK TGK-8.
46. Reorganization of JSC TGK-9 Holding through its takeover by OAO TGK-9.
47. Reorganization of JSC TGK-10 Holding through its takeover by OAO TGK-10.
48. Reorganization of JSC TGK-11 Holding through its takeover by OAO TGK-11.
49. Reorganization of JSC Kuzbassenergo Holding through its takeover by OAO
                                Kuzbassenergo.
50. Reorganization of JSC Enisei TGK Holding through its takeover by OAO
                                Yeniseiskaya TGK (TGK-13).
51. Reorganization of JSC TGK-14 Holding through its takeover by OAO TGK-14.
52. Reorganization of JSC Inter RAO UES Holding through its takeover by OAO
                                Sochinskaya TPP.
53. Reorganization of RAO UES of Russia through its takeover by OAO FGC UES
For reference:

In accordance with Article 51 of the Federal Law "On Joint-Stock Companies," the
Board of Directors of RAO UES of Russia (Minutes 256 of July 27, 2007)
determined that August 23, 2007, was the date of compiling the list of persons
entitled to participate in the Extraordinary General Meeting of Shareholders.


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The holders of A preference shares in the Company, with due account for the specific
features of voting on the issues related to the election of the Boards of Directors of
companies to be established1, are entitled to vote on all the issues of the agenda of the
Extraordinary General Meeting of Shareholders.

The number of votes held by the persons included in the list of persons entitled to
participate in the General Meeting: 43,116,903,368 (Appendix A2 – Minutes
Relating to the Results of Voting at the Extraordinary General Meeting of
Shareholders).

The number of votes held by the persons who participated in the general meeting:
33,396,122,096 (Appendix A2 – Minutes Relating to the Results of Voting at the
Extraordinary General Meeting of Shareholders).

In accordance with the requirements of Article 58 of Federal Law No. 208-FZ of
December 26, 1995, "On Joint-Stock Companies," (as amended and supplemented)
and the Charter of RAO UES of Russia, the Meeting had a quorum and was
competent to adopt decisions in relation to all items on the agenda.

The information with regard to the persons specified in Subitems 4-6 of Item 3 of
Article 19 of the Federal Law “On Joint-Stock Companies” is attached in accordance
with Item 7 of Article 15 of the Federal Law “On Joint-Stock Companies.”
(Appendix A3).

                      ISSUES PUT TO VOTE,
          VOTING RESULTS FOR EACH ISSUE ON THE AGENDA:
For issue 1:
1. RAO UES of Russia shall be reorganized through a spin-off of JSC
   Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC
   Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC
   OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4
   Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC
   Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya
   TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10
   Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK
   Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC Holding
   MRSK, JSC RAO Energy System of East, JSC Centerenergyholding, JSC
   Sibenergyholding, JSC Intergeneration.
2. The following procedure and conditions of spin-off shall be established:
2.1. The shares in the companies to be established through a spin-off shall be placed
   by means of their allocation among the shareholders of RAO UES of Russia, as


1
 With due account for the specifics of voting on the issues of election of Boards of Directors of
newly established companies in accordance with the Federal Law "On Joint-Stock Companies."
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   well as by means of their acquisition by RAO UES of Russia in accordance with
   the procedure and upon the conditions established by this resolution.
2.2. The property, rights and duties of RAO UES of Russia shall partly transfer to
   spun-off companies in accordance with the separation balance sheet.
2.3. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors
   of the adoption of a resolution on reorganization through a spin-off by sending
   notifications by registered mail and publish notice of reorganization of RAO
   UES of Russia in a periodical intended for the publication of data concerning the
   state registration of legal entities.
2.4. The creditors of RAO UES of Russia within thirty (30) days of the date on
   which the notice of the adopted resolution is published or within (30) days of the
   date on which notifications are sent thereto shall be entitled to claim in writing
   the termination or early performance of the respective obligations of RAO UES
   of Russia and reimbursement for their losses. Based on the claims received from
   creditors RAO UES of Russia shall prepare a register of satisfied and satisfiable
   creditors’ claims.
2.5. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-
   Stock Companies" the shareholders of RAO UES of Russia that vote against,
   while voting on issues 1; 30-52 on the agenda of the Extraordinary General
   Meeting of RAO UES of Russia, or do not participate in voting on the above-
   mentioned issues shall be entitled to demand that RAO UES of Russia
   repurchase, in whole or in part, the shares owned by them in accordance with the
   procedure established in conformity with the requirements of laws of the Russian
   Federation by the Board of Directors of RAO UES of Russia in the notice of the
   upcoming Extraordinary General Meeting of RAO UES of Russia. The list of
   persons that vote against, while voting on issues 1; 30-52 on the agenda of the
   Extraordinary General Meeting of RAO UES of Russia, or do not participate in
   voting on the above-mentioned issues shall be prepared by the registrar of RAO
   UES of Russia based on data from the list of persons entitled to participate in the
   General Meeting of Shareholders of RAO UES of Russia which adopted
   resolutions on the reorganization of RAO UES of Russia and the companies to
   be established by means of reorganization of RAO UES of Russia through a
   spin-off.
2.6. Shares shall be repurchased at a price determined by the Board of Directors of
   RAO UES of Russia in accordance with paragraph 3 of article 75 of the Federal
   Law "On Joint-Stock Companies".
2.7. The report on the results of submission of demands by the shareholders for the
   repurchase of shares owned by them shall be approved by the Board of Directors
   of RAO UES of Russia not later than December 15, 2007.
3. The following legal entities shall be established through a spin-off from RAO
    UES of Russia:
    - JSC Gosudarstvennii Holding located at: 119526, Moscow, prospekt
    Vernadskogo, d. 101, korp. 3;
    - JSC Gosudarstvennii Holding GidroOGK located at: 119526, Moscow,
    prospekt Vernadskogo, d. 101, korp. 3;

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- JSC Minoritarnii Holding FGC UES located at: 119526, Moscow, prospekt
Vernadskogo, d. 101, korp. 3;
- JSC Minoritarnii Holding GidroOGK located at: 119526, Moscow, prospekt
Vernadskogo, d. 101, korp. 3;
- JSC OGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC OGK-2 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC OGK-3 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC OGK-4 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC OGK-6 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC TGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC TGK-2 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC Mosenergo Holding located at: 119526, Moscow, prospekt Vernadskogo,
d. 101, korp. 3;
- JSC TGK-4 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC TGK-6 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC Voljskaya TGK Holding located at: 119526, Moscow, prospekt
Vernadskogo, d. 101, korp. 3;
- JSC UGK TGK-8 Holding located at: 119526, Moscow, prospekt
Vernadskogo, d. 101, korp. 3;
- JSC TGK-9 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC TGK-10 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC TGK-11 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC Kuzbassenergo Holding located at: 119526, Moscow, prospekt
Vernadskogo, d. 101, korp. 3;
- JSC Enisei TGK Holding located at: 119526, Moscow, prospekt Vernadskogo,
d. 101, korp. 3;
- JSC TGK-14 Holding located at: 119526, Moscow, prospekt Vernadskogo, d.
101, korp. 3;
- JSC Inter RAO UES Holding located at: 119526, Moscow, prospekt
Vernadskogo, d. 101, korp. 3;
- JSC Holding MRSK located at: 117630, Moscow, ul. Akademika Chelomeya,
5A;


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   - JSC RAO Energy System of East located at: 675000, the Amur Region,
   Blagoveshchensk, ul. Shevchenko, 28;
   - JSC Centerenergyholding located at: 119526, Moscow, prospekt Vernadskogo,
   d. 101, korp. 3;
   - JSC Sibenergyholding located at: 119526, Moscow, prospekt Vernadskogo, d.
   101, korp. 3;
   - JSC Intergeneration located at: 119526, Moscow, prospekt Vernadskogo, d.
   101, korp. 3.
3.1. It shall be specified that the Board of Directors of each company to be
   established (JSC Gosudarstvennii Holding, JSC Gosudarstvennii Holding
   GidroOGK, JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding
   GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding,
   JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2
   Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding,
   JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding,
   JSC TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC
   Enisei TGK Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC
   Holding MRSK, JSC RAO Energy System of East, JSC Centerenergyholding,
   JSC Sibenergyholding, JSC Intergeneration) will be composed of fifteen (15)
   members.
3.2. It shall be specified that the Internal Audit Commission of each company to be
   established (JSC Gosudarstvennii Holding, JSC Gosudarstvennii Holding
   GidroOGK, JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding
   GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding,
   JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2
   Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding,
   JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding,
   JSC TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC
   Enisei TGK Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC
   Holding MRSK, JSC RAO Energy System of East, JSC Centerenergyholding,
   JSC Sibenergyholding, JSC Intergeneration) will be composed of five (5)
   members.
3.3. The following procedure and ratios for the allocation of shares in each
   company to be established shall be set:
3.3.1. The shares in JSC Holding MRSK, JSC Inter RAO UES Holding, JSC RAO
   Energy System of East shall be allocated to each shareholder of RAO UES of
   Russia that participates in voting on the issue of reorganization of RAO UES of
   Russia through a spin-off and votes For or Abstains, while voting on the above-
   mentioned issue, upon the following conditions:
3.3.1.1. One (1) ordinary share in each spun-off company to be established by
         means of reorganization of RAO UES of Russia through a spin-off specified
         in paragraph 3.3.1 shall be allocated for one (1) ordinary share in RAO UES
         of Russia.
3.3.1.2. One (1) preference share in each spun-off company to be established by
         means of reorganization of RAO UES of Russia through a spin-off specified

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        in paragraph 3.3.1 shall be allocated for one (1) preference share in RAO
        UES of Russia.
3.3.2. The shares in each company to be established through a spin-off shall be
   allocated to each shareholder of RAO UES of Russia that votes Against the
   adoption of a resolution on the reorganization of RAO UES of Russia through a
   spin-off or does not participate in voting on the above-mentioned issue upon the
   following conditions:
3.3.2.1. One (1) ordinary share in JSC Minoritarnii Holding FGC UES, JSC
        Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2
        Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding,
        JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC
        TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC
        UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC
        TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding,
        JSC       TGK-14         Holding        shall     be      allocated     for
        (41,041,753,984 + 2,075,149,384)/          (12,516,366,381 + 1,429,906,060)
        ordinary shares in RAO UES of Russia.
3.3.2.2. One (1) preference share in JSC Minoritarnii Holding FGC UES, JSC
        Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2
        Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding,
        JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC
        TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC
        UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC
        TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding,
        JSC       TGK-14         Holding        shall     be      allocated     for
        (41,041,753,984 + 2,075,149,384)/          (12,516,366,381 + 1,429,906,060)
        preference shares in RAO UES of Russia.
3.3.2.3. One (1) ordinary share in JSC Inter RAO UES Holding, JSC Holding
        MRSK and JSC RAO Energy System of East shall be allocated for one (1)
        ordinary share in RAO UES of Russia.
3.3.2.4. One (1) preference share in JSC Inter RAO UES Holding, JSC Holding
        MRSK and JSC RAO Energy System of East shall be allocated for one (1)
        preference share in RAO UES of Russia.
3.3.2.5. One (1) ordinary share in JSC Intergeneration shall be allocated for
        (41,041,753,984 + 2,075,149,384)/         (144,339,247,437 + 7,298,352,563)
        ordinary shares in RAO UES of Russia.
3.3.2.6. One (1) preference share in JSC Intergeneration shall be allocated for
        (41,041,753,984 + 2,075,149,384)/         (144,339,247,437 + 7,298,352,563)
        preference shares in RAO UES of Russia.
3.3.2.7. One (1) ordinary share in JSC Centerenergyholding shall be allocated for
        (41,041,753,984 + 2,075,149,384)/          (43,052,299,755 + 2,177,091,245)
        ordinary shares in RAO UES of Russia.
3.3.2.8. One (1) preference share in JSC Centerenergyholding shall be allocated for
        (41,041,753,984 + 2,075,149,384)/          (43,052,299,755 + 2,177,091,245)
        preference shares in RAO UES of Russia.

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3.3.2.9. One (1) ordinary share in JSC Sibenergyholding shall be allocated for
        (41,041,753,984 + 2,075,149,384)/         (39,656,248,581 + 2,005,380,419)
        ordinary shares in RAO UES of Russia.
3.3.2.10. One (1) preference share in JSC Sibenergyholding shall be allocated for
        (41,041,753,984 + 2,075,149,384)/         (39,656,248,581 + 2,005,380,419)
        preference shares in RAO UES of Russia.
3.3.2.11. One (1) ordinary share in each of JSC Gosudarstvennii Holding and JSC
        Gosudarstvennii Holding GidroOGK shall be allocated for
        (41,041,753,984 + 2,075,149,384)/       (216,221,460,949 + 10,932,854,421)
        ordinary shares in RAO UES of Russia.
3.3.2.12. One (1) preference share in each of JSC Gosudarstvennii Holding and
        JSC Gosudarstvennii Holding GidroOGK shall be allocated for
        (41,041,753,984 + 2,075,149,384)/       (216,221,460,949 + 10,932,854,421)
        preference shares in RAO UES of Russia.
3.3.3. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding
       GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3
       Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding,
       JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC
       TGK-6 Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding,
       JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding, JSC
       Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding
       shall be allocated to each shareholder of RAO UES of Russia (with the
       exception of the Russian Federation, OOO Gazoenergeticheskaya
       Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE
       ENTERPRISES COMPANY LIMITED unless they reduce the number of
       shares owned by them, which is specified in this paragraph below) that votes
       For or Abstains, while voting on the issue of reorganization of RAO UES of
       Russia through a spin-off, upon the following conditions:
3.3.3.1. One (1) ordinary share in each spun-off company to be established as a
       result of reorganization of RAO UES of Russia through a spin-off specified
       in paragraph 3.3.3 shall be allocated for (12,516,066,381 + OS1 + OS2 +
       OS3)/(12,516,066,381 – PS1) ordinary shares in RAO UES of Russia.
3.3.3.2. One (1) preference share in each spun-off company to be established as a
       result of reorganization of RAO UES of Russia through a spin-off specified
       in paragraph 3.3.3 shall be allocated for (1,429,606,060 + PS1 + PS2 +
       PS3)/(1,429,606,060 – PC2) preference shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia (the number of
ordinary shares in RAO UES of Russia owned by OOO Gazoenergeticheskaya
Kompaniya). These shares shall be used in the ratio if as of the date determined in
accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of Russia
and/or less than 100 preference shares in RAO UES of Russia.
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia (the number of
ordinary shares in RAO UES of Russia owned by OJSC MMC NORILSK

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NICKEL). These shares shall be used in the ratio if as of the date determined in
accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or less
than 500,000,000 preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia (the number of
ordinary shares in RAO UES of Russia owned by MADAKE ENTERPRISES
COMPANY LIMITED). These shares shall be used in the ratio if as of the date
determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary
shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO
UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia (the number of preference
shares in RAO UES of Russia owned by OOO Gazoenergeticheskaya Kompaniya).
These shares shall be used in the ratio if as of the date determined in accordance
with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya owns
less than 4,522,879,000 ordinary shares in RAO UES of Russia and/or less than 100
preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia (the number of
preference shares in RAO UES of Russia owned by OJSC MMC NORILSK
NICKEL). These shares shall be used in the ratio if as of the date determined in
accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or less
than 500,000,000 preference shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia (the number of
preference shares in RAO UES of Russia owned by MADAKE ENTERPRISES
COMPANY LIMITED). These shares shall be used in the ratio if as of the date
determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary
shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO
UES of Russia.
   PC1 – the number of ordinary shares in the spun-off company concerned to be
placed with OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK
NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in accordance
with paragraph 3.3.2.1 of this resolution. These shares shall be used in the ratio
unless as of the date determined in accordance with paragraph 3.6 of this resolution
OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and
MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in
RAO UES of Russia owned by them, which is specified in this paragraph of this
resolution.
   PC2 – the number of preference shares in the spun-off company concerned to be
placed with OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK
NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in accordance
with paragraph 3.3.2.2 of this resolution. These shares shall be used in the ratio
unless as of the date determined in accordance with paragraph 3.6 of this resolution
OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and

                                                                                 10
MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in
RAO UES of Russia owned by them, which is specified in this paragraph of this
resolution.
3.3.4. The shares in JSC Gosudarstvennii Holding and JSC Gosudarstvennii
       Holding GidroOGK shall be allocated to the Russian Federation upon the
       following conditions:
3.3.4.1. One (1) ordinary share in each spun-off company to be established as a
       result of reorganization of RAO UES of Russia through a spin-off specified
       in paragraph 3.3.4 shall be allocated for 22,569,848,313/(216,221,160,949 –
        P1) ordinary shares in RAO UES of Russia.
3.3.4.2. One (1) preference share in each spun-off company to be established as a
       result of reorganization of RAO UES of Russia through a spin-off specified
       in paragraph 3.3.4 shall be allocated for 145,523,224/(10,932,554,421– P2)
       preference shares in RAO UES of Russia.
   Where:
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.11 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.12 of this
resolution.
3.3.5. The shares in JSC Centerenergyholding shall be allocated to OOO
     Gazoenergeticheskaya Kompaniya if it votes For or Abstains, while voting on
     the issue of reorganization of RAO UES of Russia through a spin-off, and as of
     the date determined in accordance with paragraph 3.6 of this resolution does
     not reduce the number of shares owned by it, which is specified in paragraph
     3.3.3 of this resolution, upon the following conditions:
3.3.5.1. One (1) ordinary share in JSC Centerenergyholding shall be allocated for
4,522,879,000/(43,051,999,755 – P1) ordinary shares in RAO UES of Russia.
3.3.5.2. One (1) preference share in JSC Centerenergyholding shall be allocated for
100/(2,176,791,245 – P2) preference shares in RAO UES of Russia.
   Where:
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.7 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.8 of this
resolution.
3.3.6. The shares in JSC Intergeneration shall be allocated to OJSC MMC
     NORILSK NICKEL if it votes For or Abstains, while voting on the issue of
     reorganization of RAO UES of Russia through a spin-off, and as of the date
     determined in accordance with paragraph 3.6 of this resolution does not reduce
     the number of shares owned by it, which is specified in paragraph 3.3.3 of this
     resolution, upon the following conditions:


                                                                                 11
3.3.6.1. One (1) ordinary share in JSC Intergeneration shall be allocated for
1,016,370,000/(144,338,947,437 – P1) ordinary shares in RAO UES of Russia.
3.3.6.2. One (1) preference share in JSC Intergeneration shall be allocated for
500,000,000/(7,298,052,563 – P2) preference shares in RAO UES of Russia.
   Where:
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.5 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.6 of this
resolution.
3.3.7. The shares in JSC Sibenergyholding shall be allocated to MADAKE
     ENTERPRISES COMPANY LIMITED if it votes For or Abstains, while
     voting on the issue of reorganization of RAO UES of Russia through a spin-
     off, and as of the date determined in accordance with paragraph 3.6 of this
     resolution does not reduce the number of shares owned by it, which is
     specified in paragraph 3.3.3 of this resolution, upon the following conditions:
3.3.7.1. One (1) ordinary share in JSC Sibenergyholding shall be allocated for
416,590,290/(39,655,948,581 – P1) ordinary shares in RAO UES of Russia.
3.3.7.2. One (1) preference share in JSC Sibenergyholding shall be allocated for
20,000/(2,005,080,419 – P2) preference shares in RAO UES of Russia.
   Where:
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.9 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.10 of this
resolution.
3.3.8. If OOO Gazoenergeticheskaya Kompaniya votes against the resolutions on
       the reorganization of RAO UES of Russia through a spin-off or does not
       participate in voting on this issue, paragraph 3.3.5 of this resolution shall no
       apply and the shares in JSC Centerenergyholding shall be placed upon the
       following conditions:
3.3.8.1. The shares in JSC Centerenergyholding shall be allocated to each
       shareholder of RAO UES of Russia that votes against the adoption of a
       resolution on the reorganization of RAO UES of Russia through a spin-off or
       does not participate in voting on this issue, upon the conditions as specified
       in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution;
3.3.8.2. Unless as of the date determined in accordance with paragraph 3.6 of this
       resolution OOO Gazoenergeticheskaya Kompaniya reduces the number of
       shares in RAO UES of Russia owned by it, which is specified in paragraph
       3.3.3 of this resolution, the shares in JSC Centerenergyholding shall be
       allocated to each shareholder of RAO UES of Russia that votes For, while
       voting on the issue of reorganization of RAO UES of Russia through a spin-


                                                                                    12
       off, or Abstains, while voting on the above-mentioned issue, upon the
       following conditions:
3.3.8.2.1. One (1) ordinary share in JSC Centerenergyholding shall be allocated for
          (41,041,753,984 – OP)/(43,051,999,755 – R1) ordinary shares in RAO
          UES of Russia.
3.3.8.2.2. One (1) preference share in JSC Centerenergyholding shall be allocated
          for (2,075,149,384 – PP)/ (2,176,791,245 – R2) preference shares in RAO
          UES of Russia.
   Where:
   OP – the number of ordinary shares in RAO UES of Russia owned as of the date
determined in accordance with paragraph 3.6 of this resolution by the shareholders
of RAO UES of Russia to which the shares in JSC Centerenergyholding are
allocated in accordance with paragraphs 3.3.2.7 and 3.3.2.8 of this resolution.
   R1 – the number of ordinary shares in JSC Centerenergyholding to be placed
with the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.7
of this resolution.
   PP – the number of preference shares in RAO UES of Russia owned as of the
date determined in accordance with paragraph 3.6 of this resolution by the
shareholders of RAO UES of Russia to which the shares in JSC
Centerenergyholding are allocated in accordance with paragraphs 3.3.2.7 and
3.3.2.8 of this resolution.
   R2 – the number of preference shares in JSC Centerenergyholding to be placed
with the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.8
of this resolution.
3.3.8.3. If as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya reduces the number of shares in
RAO UES of Russia owned by it, which is specified in paragraph 3.3.3 of this
resolution, the shares in JSC Centerenergyholding shall be allocated to each
shareholder of RAO UES of Russia (with the exception of the Russian Federation,
OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY
LIMITED unless as of the date determined in accordance with paragraph 3.6 of this
resolution they reduce the number of shares owned by them, which is specified in
paragraph 3.3.3 of this resolution) that votes For, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting
on the above-mentioned issue, upon the following conditions:
3.3.8.3.1. One (1) ordinary share in JSC Centerenergyholding to be established
           through        a     spin-off      shall      be        allocated    for
           (12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 – PC1)
           ordinary shares in RAO UES of Russia.
3.3.8.3.2. One (1) preference share in JSC Centerenergyholding to be established
           through        a     spin-off      shall      be        allocated    for
           (1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) preference shares
           in RAO UES of Russia.
   Where:


                                                                                13
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000
ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000
ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
preference shares in RAO UES of Russia.
   PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed
with OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.7 of this resolution.
These shares shall be used in the ratio unless as of the date determined in
accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of
shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3
of this resolution.
   PC2 – the number of preference shares in JSC Centerenergyholding to be placed
with OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.8 of this resolution.
These shares shall be used in the ratio unless as of the date determined in
accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of
shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3
of this resolution.
3.3.9. If OJSC MMC NORILSK NICKEL votes against the resolutions on the
       reorganization of RAO UES of Russia through a spin-off or does not
       participate in voting on this issue, paragraph 3.3.6 of this resolution shall not
       apply and the shares in JSC Intergeneration shall be placed upon the
       following conditions:
3.3.9.1. The shares in JSC Intergeneration shall be placed to each shareholder of
RAO UES of Russia that votes against the adoption of a resolution on the
reorganization of RAO UES of Russia through a spin-off or does not participate in


                                                                                     14
voting on this issue, upon the conditions as specified in paragraphs 3.3.2.5 and
3.3.2.6 of this resolution;
3.3.9.2. Unless as of the date determined in accordance with paragraph 3.6 of this
resolution OJSC MMC NORILSK NICKEL reduces the number of shares in RAO
UES of Russia owned by it, which is specified in paragraph 3.3.3 of this resolution,
the shares in JSC Intergeneration shall be placed to each shareholder of RAO UES
of Russia that votes For, while voting on the issue of reorganization of RAO UES
of Russia through a spin-off, or Abstains, while voting on the above-mentioned
issue, upon the following conditions:
3.3.9.2.1. One (1) ordinary share in JSC Intergeneration shall be allocated for
          (41,041,753,984 – OP)/(144,338,947,437– R1) ordinary shares in RAO
          UES of Russia.
3.3.9.2.2. One (1) preference share in JSC Intergeneration shall be allocated for
          (2,075,149,384 – PP)/ (7,298,052,563 – P2) preference shares in RAO
          UES of Russia.
   Where:
   OP – the number of ordinary shares in RAO UES of Russia owned as of the date
determined in accordance with paragraph 3.6 of this resolution by the shareholders
of RAO UES of Russia to which the shares in JSC Intergeneration are allocated in
accordance with paragraphs 3.3.2.5 and 3.3.2.6 of this resolution.
   R1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.5 of this
resolution.
   PP – the number of preference shares in RAO UES of Russia owned as of the
date determined in accordance with paragraph 3.6 of this resolution by the
shareholders of RAO UES of Russia to which the shares in JSC Intergeneration are
allocated in accordance with paragraphs 3.3.2.5 and 3.3.2.6 of this resolution.
   R2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.6 of
this resolution.
3.3.9.3. If as of the date determined in accordance with paragraph 3.6 of this
resolution OJSC MMC NORILSK NICKEL reduces the number of shares in RAO
UES of Russia owned by it, which is specified in paragraph 3.3.3 of this resolution,
the shares in JSC Intergeneration shall be allocated to each shareholder of RAO
UES of Russia (with the exception of the Russian Federation, OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY
LIMITED unless as of the date determined in accordance with paragraph 3.6 of this
resolution they reduce the number of shares owned by them, which is specified in
paragraph 3.3.3 of this resolution) that votes For, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting
on the above-mentioned issue, upon the following conditions:
3.3.9.3.1. One (1) ordinary share in JSC Intergeneration to be established through a
          spin-off            shall           be             allocated           for
          (12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 – PC1)
          ordinary shares in RAO UES of Russia.

                                                                                 15
3.3.9.3.2. One (1) preference share in JSC Intergeneration to be established through
          a spin-off shall be allocated for (1,429,606,060+PS1+500,000,000 +PS3)/(
          7,298,052,563 – PC2) preference shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya owns less than
4,522,879,000 ordinary shares in RAO UES of Russia and/or less than 100
preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000
ordinary shares in RAO UES of Russia and/or less than 100 preference shares in
RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
preference shares in RAO UES of Russia.
   PC1 – the number of ordinary shares in JSC Intergeneration to be placed with
OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.5 of this resolution.
These shares shall be used in the ratio if as of the date determined in accordance
with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and
MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in
RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this
resolution.
   PC2 – the number of preference shares in JSC Intergeneration to be placed with
OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.6 of this resolution.
These shares shall be used in the ratio if as of the date determined in accordance
with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and
MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in
RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this
resolution.
3.3.10 . If MADAKE ENTERPRISES COMPANY LIMITED votes against the
       resolutions on the reorganization of RAO UES of Russia through a spin-off
       or does not participate in voting on this issue, paragraph 3.3.7 of this
       resolution shall not apply and the shares in JSC Sibenergyholding shall be
       placed upon the following conditions:

                                                                                  16
3.3.10.1. The shares in JSC Sibenergyholding shall be placed to each shareholder
of RAO UES of Russia that votes against the adoption of a resolution on the
reorganization of RAO UES of Russia through a spin-off or does not participate in
voting on this issue upon the conditions as specified in paragraphs 3.3.2.9 and
3.3.2.10 of this resolution;
3.3.10.2. Unless as of the date determined in accordance with paragraph 3.6 of this
resolution MADAKE ENTERPRISES COMPANY LIMITED reduces the number
of shares in RAO UES of Russia owned by it, which is specified in paragraph 3.3.3
of this resolution, the shares in JSC Sibenergyholding shall be placed to each
shareholder of RAO UES of Russia that votes For, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting
on the above-mentioned issue, upon the following conditions:
3.3.10.2.1. One (1) ordinary share in JSC Sibenergyholding shall be allocated for
           (41,041,753,984 –OP)/(39,655,948,581– R1) ordinary shares in RAO
           UES of Russia.
3.3.10.2.2. One (1) preference share in JSC Sibenergyholding shall be allocated for
           (2,075,149,384 – PP)/ (2,005,080,419 – R2) preference shares in RAO
           UES of Russia.
   Where:
   OP – the number of ordinary shares in RAO UES of Russia owned as of the date
determined in accordance with paragraph 3.6 of this resolution by the shareholders
of RAO UES of Russia to which the shares in JSC Sibenergyholding are allocated
in accordance with paragraphs 3.3.2.9 and 3.3.2.10 of this resolution.
   R1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.9 of
this resolution.
   PP – the number of preference shares in RAO UES of Russia owned as of the
date determined in accordance with paragraph 3.6 of this resolution by the
shareholders of RAO UES of Russia to which the shares in JSC Sibenergyholding
are allocated in accordance with paragraphs 3.3.2.9 and 3.3.2.10 of this resolution.
   R2 – the number of preference shares in JSC Sibenergyholding to be placed with
the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.10 of
this resolution.
3.3.10.3. If as of the date determined in accordance with paragraph 3.6 of this
          resolution MADAKE ENTERPRISES COMPANY LIMITED reduces the
          number of shares in RAO UES of Russia owned by it, which is specified in
          paragraph 3.3.3 of this resolution, the shares in JSC Sibenergyholding shall
          be allocated to each shareholder of RAO UES of Russia (with the
          exception of the Russian Federation, OOO Gazoenergeticheskaya
          Kompaniya and OJSC MMC NORILSK NICKEL unless as of the date
          determined in accordance with paragraph 3.6 of this resolution they reduce
          the number of shares owned by them, which is specified in paragraph 3.3.3
          of this resolution) that votes For, while voting on the issue of
          reorganization of RAO UES of Russia through a spin-off, or Abstains,
          while voting on the above-mentioned issue, upon the following conditions:

                                                                                   17
3.3.10.3.1. One (1) ordinary share in JSC Sibenergyholding to be established
           through        a       spin-off      shall      be      allocated      for
           (12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 – PC1)
           ordinary shares in RAO UES of Russia.
3.3.10.3.2. One (1) preference share in JSC Sibenergyholding to be established
           through        a       spin-off      shall      be      allocated      for
           (1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2) preference
           shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya owns less than
4,522,879,000 ordinary shares in RAO UES of Russia and/or less than 100
preference shares in RAO UES of Russia.
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000
ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000
ordinary shares in RAO UES of Russia and/or less than 100 preference shares in
RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000
ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
shares in RAO UES of Russia.
   PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in
accordance with paragraph 3.3.2.9 of this resolution. These shares shall be used in
the ratio unless as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK
NICKEL reduce the number of shares in RAO UES of Russia owned by them,
which is specified in paragraph 3.3.3 of this resolution.
   PC2 – the number of preference shares in JSC Sibenergyholding to be placed
with OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK
NICKEL in accordance with paragraph 3.3.2.10 of this resolution. These shares
shall be used in the ratio unless as of the date determined in accordance with
paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and OJSC
MMC NORILSK NICKEL reduce the number of shares in RAO UES of Russia
owned by them, which is specified in paragraph 3.3.3 of this resolution.
3.3.11. The shares in each company to be established as a result of reorganization of
       RAO UES of Russia through a spin-off, which are specified in paragraphs

                                                                                  18
        3.3.1, 3.3.3 and 3.3.11 of this resolution, shall be allocated to OOO
        Gazoenergeticheskaya Kompaniya if it votes For or Abstains, while voting
        on the issue of reorganization of RAO UES of Russia through a spin-off, yet
        as of the date determined in accordance with paragraph 3.6 of this resolution
        reduces the number of shares in RAO UES of Russia owned by it, which is
        specified in paragraph 3.3.3 of this resolution, in accordance with paragraphs
        3.3.1, 3.3.3 and 3.3.11 of this resolution and the shares in JSC
        Centerenergyholding shall be placed upon the following conditions:
 3.3.11.1. The shares in JSC Centerenergyholding shall be allocated to each
           shareholder of RAO UES of Russia that votes against the adoption of a
           resolution on the reorganization of RAO UES of Russia through a spin-off
           or does not participate in voting on this issue upon the conditions as
           specified in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution;
 3.3.11.2. The shares in JSC Centerenergyholding shall be allocated to each
           shareholder of RAO UES of Russia (with the exception of the Russian
           Federation, OJSC MMC NORILSK NICKEL and MADAKE
           ENTERPRISES COMPANY LIMITED unless as of the date determined
           in accordance with paragraph 3.6 of this resolution they reduce the number
           of shares owned by them, which is specified in paragraph 3.3.3 of this
           resolution) that votes For, while voting on the issue of reorganization of
           RAO UES of Russia through a spin-off, or Abstains, while voting on the
           above-mentioned issue, upon the following conditions:
3.3.11.2.1. One (1) ordinary share in JSC Centerenergyholding to be established
           through        a       spin-off      shall        be       allocated    for
           (12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 – PC1)
           ordinary shares in RAO UES of Russia.
3.3.11.2.2. One (1) preference share in JSC Centerenergyholding to be established
           through        a       spin-off      shall        be       allocated    for
           (1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) preference shares
           in RAO UES of Russia.
    Where:
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
 be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
 this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000
 ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
 shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
 be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
 this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
 416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
 be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
 this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000


                                                                                   19
ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
preference shares in RAO UES of Russia.
   PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed
with OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.7 of this resolution.
These shares shall be used in the ratio unless as of the date determined in
accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of
shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3
of this resolution.
   PC2 – the number of preference shares in JSC Centerenergyholding to be placed
with OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.8 of this resolution.
These shares shall be used in the ratio unless as of the date determined in
accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of
shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3
of this resolution.
3.3.12. The shares in each company to be established as a result of reorganization of
       RAO UES of Russia through a spin-off, which are specified in paragraphs
       3.3.1, 3.3.3 and 3.3.12 of this resolution, shall be allocated to OJSC MMC
       NORILSK NICKEL if it votes For or Abstains, while voting on the issue of
       reorganization of RAO UES of Russia through a spin-off, yet as of the date
       determined in accordance with paragraph 3.6 of this resolution reduces the
       number of shares in RAO UES of Russia owned by it, which is specified in
       paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3
       and 3.3.12 of this resolution and the shares in JSC Intergeneration shall be
       placed upon the following conditions:
3.3.12.1. The shares in JSC Intergeneration shall be allocated to each shareholder
          of RAO UES of Russia that votes against the adoption of a resolution on
          the reorganization of RAO UES of Russia through a spin-off or does not
          participate in voting on this issue upon the conditions as specified in
          paragraphs 3.3.2.5 and 3.3.2.6 of this resolution;
3.3.12.2. The shares in JSC Intergeneration shall be allocated to each shareholder
          of RAO UES of Russia (with the exception of the Russian Federation,
          OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES
          COMPANY LIMITED unless as of the date determined in accordance
          with paragraph 3.6 of this resolution they reduce the number of shares
          owned by them, which is specified in paragraph 3.3.3 of this resolution)
          that votes For, while voting on the issue of reorganization of RAO UES of

                                                                                  20
         Russia through a spin-off, or Abstains, while voting on the above-
         mentioned issue, upon the following conditions:
3.3.12.2.1. One (1) ordinary share in JSC Intergeneration to be established through
         a          spin-off            shall        be         allocated         for
         (12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 – PC1)
         ordinary shares in RAO UES of Russia.
3.3.12.2.2. One (1) preference share in JSC Intergeneration to be established
         through a spin-off shall be allocated for (1,429,606,060+PS1+500,000,000
         +PS3)/( 7,298,052,563 – PC2) preference shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya owns less than
4,522,879,000 ordinary shares in RAO UES of Russia and/or less than 100
preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000
ordinary shares in RAO UES of Russia, and/or less than 100 preference shares in
RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than
416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000
preference shares in RAO UES of Russia.
   PC1 – the number of ordinary shares in JSC Intergeneration to be placed with
OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.5 of this resolution.
These shares shall be used in the ratio unless as of the date determined in
accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED reduce the
number of shares in RAO UES of Russia owned by them, which is specified in
paragraph 3.3.3 of this resolution.
   PC2 – the number of preference shares in JSC Intergeneration to be placed with
OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES
COMPANY LIMITED in accordance with paragraph 3.3.2.6 of this resolution.
These shares shall be used in the ratio unless as of the date determined in
accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED reduce the


                                                                                  21
number of shares in RAO UES of Russia owned by them, which is specified in
paragraph 3.3.3 of this resolution.
3.3.13. The shares in each company to be established as a result of reorganization of
       RAO UES of Russia through a spin-off, which are specified in paragraphs
       3.3.1, 3.3.3 and 3.3.13 of this resolution, shall be allocated to MADAKE
       ENTERPRISES COMPANY LIMITED if it votes For or Abstains, while
       voting on the issue of reorganization of RAO UES of Russia through a spin-
       off, yet as of the date determined in accordance with paragraph 3.6 of this
       resolution reduces the number of shares in RAO UES of Russia owned by it,
       which is specified in paragraph 3.3.3 of this resolution, in accordance with
       paragraphs 3.3.1, 3.3.3 and 3.3.13 of this resolution and the shares in JSC
       Sibenergyholding shall be placed upon the following conditions:
3.3.13.1. The shares in JSC Sibenergyholding shall be allocated to each shareholder
          of RAO UES of Russia that votes against the adoption of a resolution on
          the reorganization of RAO UES of Russia through a spin-off or does not
          participate in voting on this issue upon the conditions as specified in
          paragraphs 3.3.2.9 and 3.3.2.10 of this resolution;
3.3.13.2. The shares in JSC Sibenergyholding shall be allocated to each shareholder
          of RAO UES of Russia (with the exception of the Russian Federation,
          OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK
          NICKEL unless as of the date determined in accordance with paragraph
          3.6 of this resolution they reduce the number of shares owned by them,
          which is specified in paragraph 3.3.3 of this resolution) that votes For,
          while voting on the issue of reorganization of RAO UES of Russia through
          a spin-off, or Abstains, while voting on the above-mentioned issue, upon
          the following conditions:
3.3.13.2.1. One (1) ordinary share in JSC Sibenergyholding to be established
          through        a       spin-off      shall       be      allocated      for
          (12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 – PC1)
          ordinary shares in RAO UES of Russia.
3.3.13.2.2. One (1) preference share in JSC Sibenergyholding to be established
          through        a       spin-off      shall       be      allocated      for
          (1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2) preference
          shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya owns less than
4,522,879,000 ordinary shares in RAO UES of Russia and/or less than 100
preference shares in RAO UES of Russia.
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000
ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
shares in RAO UES of Russia.

                                                                                  22
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000
ordinary shares in RAO UES of Russia and/or less than 100 preference shares in
RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000
ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference
shares in RAO UES of Russia.
   PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in
accordance with paragraph 3.3.2.9 of this resolution. These shares shall be used in
the ratio unless as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK
NICKEL reduce the number of shares in RAO UES of Russia owned by them,
which is specified in paragraph 3.3.3 of this resolution.
   PC2 – the number of preference shares in JSC Sibenergyholding to be placed
with OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK
NICKEL in accordance with paragraph 3.3.2.10 of this resolution. These shares
shall be used in the ratio unless as of the date determined in accordance with
paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and OJSC
MMC NORILSK NICKEL reduce the number of shares in RAO UES of Russia
owned by them, which is specified in paragraph 3.3.3 of this resolution.
3.3.14 The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii
       Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-
       3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding,
       JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC
       TGK-6 Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding,
       JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding, JSC
       Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14 Holding
       shall be allocated to the Russian Federation upon the following conditions:
3.3.14.1. One (1) ordinary share in each company to be established as a result of
          reorganization of RAO UES of Russia through a spin-off, which are
          specified     in     paragraph    3.3.14,    shall   be    allocated     for
          (22,569,848,313 + 145,523,224 + OS1+OS2+OS3+PS1+PS2+PS3)/((1+
          145,523,224/22,569,848,313) * (12,516,066,381 – Z1 – P1)) ordinary
          shares in RAO UES of Russia.
3.3.14.2. One (1) preference share in each company to be established as a result of
          reorganization of RAO UES of Russia through a spin-off, which are
          specified in paragraph 3.3.14, shall be allocated for (22,569,848,313 +
          145,523,224               +           OS1+OS2+OS3+PS1+PS2+PS3)/((1+
          22,569,848,313/145,523,224) * (1,429,606,060 – Z2 – P2)) preference
          shares in RAO UES of Russia.
   Where:

                                                                                   23
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains,
while voting on the issue of reorganization of RAO UES of Russia through a spin-
off, and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at
least 100 preference shares in RAO UES of Russia.
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100
preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.1 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.2 of this
resolution.
   Z1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.


                                                                                  24
   Z2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.15. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii
       Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-
       3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding,
       JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC
       TGK-6 Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding,
       JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding, JSC
       Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14 Holding
       shall be allocated to OOO Gazoenergeticheskaya Kompaniya if it votes For
       or Abstains, while voting on the issue of reorganization of RAO UES of
       Russia through a spin-off, and as of the date determined in accordance with
       paragraph 3.6 of this resolution, does not reduce the number of shares in
       RAO UES of Russia owned by it, which is specified in paragraph 3.3.3, upon
       the following conditions:
3.3.15.1. One (1) ordinary share in each company to be established as a result of
         reorganization of RAO UES of Russia through a spin-off, which are
         specified in paragraph 3.3.15, shall be allocated for (22,569,848,313 +
         145,523,224 + 4,522,879,000 +OS2+OS3+ 100 +PS2+PS3)/((1+
         100/4,522,879,000) * (12,516,066,381 – Z1 – P1)) ordinary shares in RAO
         UES of Russia.
3.3.15.2. One (1) preference share in each company to be established as a result of
         reorganization of RAO UES of Russia through a spin-off, which are
         specified in paragraph 3.3.15, shall be allocated for (22,569,848,313 +
         145,523,224 + 4,522,879,000 +OS2+OS3+ 100 +PS2+PS3)/((1+
         4,522,879,000/100) * (1,429,606,060 – Z2 – P2)).
   Where:
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.

                                                                                  25
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.1 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.2 of this
resolution.
   Z1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.
   Z2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.16. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii
       Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-
       3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding,
       JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC
       TGK-6 Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding,
       JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding, JSC
       Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14 Holding
       shall be allocated to OJSC MMC NORILSK NICKEL if OJSC MMC
       NORILSK NICKEL votes For or Abstains, while voting on the issue of
       reorganization of RAO UES of Russia through a spin-off, and as of the date
       determined in accordance with paragraph 3.6 of this resolution, does not
       reduce the number of shares in RAO UES of Russia owned by it, which is
       specified in paragraph 3.3.3, upon the following conditions:
3.3.16.1. One (1) ordinary share in each company to be established as a result of
         reorganization of RAO UES of Russia through a spin-off, which are
         specified in paragraph 3.3.16, shall be allocated for (22,569,848,313 +
         145,523,224 + OS1+ 1,016,370,000 +OS3+PS1+ 500,000,000 +PS3)/((1+
         500,000,000 /1,016,370,000) * (12,516,066,381 – Z1 – P1) ordinary shares
         in RAO UES of Russia.
3.3.16.2. One (1) preference share in each company to be established as a result of
         reorganization of RAO UES of Russia through a spin-off, which are
         specified in paragraph 3.3.16, shall be allocated for (22,569,848,313 +
         145,523,224 + OS1+ 1,016,370,000 +OS3+PS1+ 500,000,000 +PS3)/((1+
         1,016,370,000/500,000,000) * (1,429,606,060– Z2 – P2)) preference
         shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains,

                                                                                  26
while voting on the issue of reorganization of RAO UES of Russia through a spin-
off, and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at
least 100 preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100
preference shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.1 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.2 of this
resolution.
   Z1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.
   Z2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.17. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii
       Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-
       3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding,
       JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC
       TGK-6 Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding,
       JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding, JSC
       Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14 Holding
       shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if
       MADAKE ENTERPRISES COMPANY LIMITED votes For or Abstains,
       while voting on the issue of reorganization of RAO UES of Russia through a
       spin-off, and as of the date determined in accordance with paragraph 3.6 of
       this resolution, does not reduce the number of shares in RAO UES of Russia
       owned by it, which is specified in paragraph 3.3.3, upon the following
       conditions:

                                                                                  27
3.3.17.1. One (1) ordinary share in each company to be established as a result of
         reorganization of RAO UES of Russia through a spin-off, which are
         specified in paragraph 3.3.17, shall be allocated for (22,569,848,313 +
         145,523,224 + OS1+OS2+ 416,590,290 +PS1+PS2+ 20,000)/((1+
         20,000/416,590,290) * (12,516,066,381 – Z1 – P1)) ordinary shares in
         RAO UES of Russia.
3.3.17.2. One (1) preference share in each company to be established as a result of
         reorganization of RAO UES of Russia through a spin-off, which are
         specified in paragraph 3.3.17, shall be allocated for (22,569,848,313 +
         145,523,224 + OS1+OS2+ 416,590,290 +PS1+PS2+ 20,000)/((1+
         416,590,290/20,000) * (1,429,606,060 – Z2 – P2)) preference shares in
         RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains,
while voting on the issue of reorganization of RAO UES of Russia through a spin-
off, and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at
least 100 preference shares in RAO UES of Russia.
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100
preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.1 of this
resolution.
   P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.2 of this
resolution.
   Z1 – the number of ordinary shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.

                                                                                  28
   Z2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.18. The shares in JSC Centerenergyholding shall be allocated to the Russian
       Federation if as of the date determined in accordance with paragraph 3.6 of
       this resolution OOO Gazoenergeticheskaya Kompaniya reduces the number
       of shares in RAO UES of Russia owned by it, which is specified in paragraph
       3.3.3 of this resolution, upon the following conditions:
3.3.18.1. One (1) ordinary share in JSC Centerenergyholding to be established
          through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS2+OS3+PS2+PS3)/((1+                145,523,224/22,569,848,313)          *
          (43,051,999,755 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.18.2. One (1) preference share in JSC Centerenergyholding to be established
          through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS2+OS3+PS2+PS3)/((1+ 22,569,848,313/145,523,224) * (2,176,791,245
          – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraph 3.3.2.7 of this resolution.
   P2 – the number of preference shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraph 3.3.2.8 of this resolution.


                                                                                  29
   Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this
resolution.
   Z2 – the number of preference shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraphs 3.3.8.3.2 and 3.3.11.2.2 of this
resolution.
3.3.19. The shares in JSC Intergeneration shall be allocated to the Russian
       Federation if as of the date determined in accordance with paragraph 3.6 of
       this resolution OJSC MMC NORILSK NICKEL reduces the number of
       shares in RAO UES of Russia owned by it, which is specified in paragraph
       3.3.3 of this resolution, upon the following conditions:
3.3.19.1. One (1) ordinary share in JSC Intergeneration to be established through a
          spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS1+OS3+PS1+PS3)/((1+                145,523,224/22,569,848,313)          *
          (144,338,947,437 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.19.2. One (1) preference share in JSC Intergeneration to be established through
          a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS1+OS3+PS1+PS3)/((1+ 22,569,848,313/145,523,224) * (7,298,052,563
          – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains,
while voting on the issue of reorganization of RAO UES of Russia through a spin-
off, and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at
least 100 preference shares in RAO UES of Russia.
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100
preference shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.


                                                                                  30
   P1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraph 3.3.2.5 of this resolution.
   P2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraph 3.3.2.6 of this resolution.
   Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this
resolution.
   Z2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this
resolution.
3.3.20. The shares in JSC Sibenergyholding shall be allocated to the Russian
       Federation if as of the date determined in accordance with paragraph 3.6 of
       this resolution MADAKE ENTERPRISES COMPANY LIMITED reduces
       the number of shares in RAO UES of Russia owned by it, which is specified
       in paragraph 3.3.3 of this resolution, upon the following conditions:
3.3.20.1. One (1) ordinary share in JSC Sibenergyholding to be established through
          a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS1+OS2+PS1+PS2)/((1+                145,523,224/22,569,848,313)          *
          (39,655,948,581 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.20.2. One (1) preference share in JSC Sibenergyholding to be established
          through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS1+OS2+PS1+PS2)/((1+ 22,569,848,313/145,523,224) * (2,005,080,419
          – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains,
while voting on the issue of reorganization of RAO UES of Russia through a spin-
off, and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at
least 100 preference shares in RAO UES of Russia.
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100
preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while

                                                                                  31
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraph 3.3.2.9 of this resolution.
   P2 – the number of preference shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraph 3.3.2.10 of this resolution.
   Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraphs 3.3.10.3.1 and 3.3.13.2.1 of this
resolution.
   Z2 – the number of preference shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraphs 3.3.10.3.2 and 3.3.13.2.2 of this
resolution.
3.3.21. The shares in JSC Intergeneration shall be allocated to OOO
       Gazoenergeticheskaya Kompaniya (if it votes For or Abstains, while voting
       on the issue of reorganization of RAO UES of Russia through a spin-off, and
       as of the date determined in accordance with paragraph 3.6 of this resolution
       it does not reduce the number of shares owned by it, which is specified in
       paragraph 3.3.3 of this resolution) if as of the date determined in accordance
       with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
       reduces the number of shares in RAO UES of Russia owned by it, which is
       specified in paragraph 3.3.3 of this resolution, upon the following conditions:
3.3.21.1. One (1) ordinary share in JSC Intergeneration to be established through a
          spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          4,522,879,000+OS3+100+PS3)/((1+                100/4,522,879,000)          *
          (144,338,947,437 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.21.2. One (1) preference share in JSC Intergeneration to be established through
          a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          4,522,879,000 +OS3+100+PS3)/((1+ 4,522,879,000/100) * (7,298,052,563
          – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
Abstains, while voting on the issue of reorganization of RAO UES of Russia
through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
Russia and at least 20,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraph 3.3.2.5 of this resolution.

                                                                                   32
   P2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraph 3.3.2.6 of this resolution.
   Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this
resolution.
   Z2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this
resolution.
3.3.22. The shares in JSC Sibenergyholding shall be allocated to OOO
       Gazoenergeticheskaya Kompaniya (if it votes For or Abstains, while voting
       on the issue of reorganization of RAO UES of Russia through a spin-off, and
       as of the date determined in accordance with paragraph 3.6 of this resolution
       it does not reduce the number of shares owned by it, which is specified in
       paragraph 3.3.3 of this resolution) if as of the date determined in accordance
       with paragraph 3.6 of this resolution MADAKE ENTERPRISES
       COMPANY LIMITED reduces the number of shares in RAO UES of Russia
       owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the
       following conditions:
3.3.22.1. One (1) ordinary share in JSC Sibenergyholding to be established through
          a          spin-off           shall         be          allocated        for
          (22,569,848,313 + 145,523,224 +4,522,879,000           +OS2+100+PS2)/((1+
          100/4,522,879,000) * (39,655,948,581 – Z1 – P1)) ordinary shares in RAO
          UES of Russia.
3.3.22.2. One (1) preference share in JSC Sibenergyholding to be established
          through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          4,522,879,000 +OS2+100+PS2)/((1+ 4,522,879,000/100) * (2,005,080,419
          – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraph 3.3.2.9 of this resolution.
   P2 – the number of preference shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraph 3.3.2.10 of this resolution.


                                                                                   33
      Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
   the shareholders in accordance with paragraphs 3.3.10.3.1 and 3.3.13.2.1 of this
   resolution.
      Z2 – the number of preference shares in JSC Sibenergyholding to be placed with
   the shareholders in accordance with paragraphs 3.3.10.3.2 and 3.3.13.2.2 of this
   resolution.
   3.3.23. The shares in JSC Centerenergyholding shall be allocated to OJSC MMC
          NORILSK NICKEL (if it votes For or Abstains, while voting on the issue of
          reorganization of RAO UES of Russia through a spin-off, and as of the date
          determined in accordance with paragraph 3.6 of this resolution it does not
          reduce the number of shares owned by it, which is specified in paragraph
          3.3.3 of this resolution) if as of the date determined in accordance with
          paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya
          reduces the number of shares in RAO UES of Russia owned by it, which is
          specified in paragraph 3.3.3 of this resolution, upon the following conditions:
3.3.23.1. One (1) ordinary share in JSC Centerenergyholding to be established through
          a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          1,016,370,000 +OS3+500,000,000 +PS3)/((1+ 500,000,000 /1,016,370,000)
          * (43,051,999,755 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.23.2. One (1) preference share in JSC Centerenergyholding to be established
          through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          1,016,370,000 +OS3+500,000,000 +PS3)/((1+ 1,016,370,000/500,000,000) *
          (2,176,791,245 – Z2 – P2)) preference shares in RAO UES of Russia.
      Where:
      OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall
   be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
   this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
   Abstains, while voting on the issue of reorganization of RAO UES of Russia
   through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
   Russia and at least 20,000 preference shares in RAO UES of Russia.
      PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be
   used in the ratio if as of the date determined in accordance with paragraph 3.6 of
   this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or
   Abstains, while voting on the issue of reorganization of RAO UES of Russia
   through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of
   Russia and at least 20,000 preference shares in RAO UES of Russia.
      P1 – the number of ordinary shares in JSC Centerenergyholding to be placed
   with the shareholders in accordance with paragraph 3.3.2.7 of this resolution.
      P2 – the number of preference shares in JSC Centerenergyholding to be placed
   with the shareholders in accordance with paragraph 3.3.2.8 of this resolution.
      Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed
   with the shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this
   resolution.



                                                                                      34
   Z2 – the number of preference shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraphs 3.3.8.3.2 and 3.3.11.2.2 of this
resolution.
3.3.24. The shares in JSC Sibenergyholding shall be allocated to OJSC MMC
       NORILSK NICKEL (if it votes For or Abstains, while voting on the issue of
       reorganization of RAO UES of Russia through a spin-off, and as of the date
       determined in accordance with paragraph 3.6 of this resolution it does not
       reduce the number of shares owned by it, which is specified in paragraph
       3.3.3 of this resolution) if as of the date determined in accordance with
       paragraph 3.6 of this resolution MADAKE ENTERPRISES COMPANY
       LIMITED reduces the number of shares in RAO UES of Russia owned by it,
       which is specified in paragraph 3.3.3 of this resolution, upon the following
       conditions:
3.3.24.1. One (1) ordinary share in JSC Sibenergyholding to be established through
         a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
         OS1+1,016,370,000              +PS1+500,000,000)/((1+           500,000,000
         /1,016,370,000) * (39,655,948,581 – Z1 – P1)) ordinary shares in RAO
         UES of Russia.
3.3.24.2. One (1) preference share in JSC Sibenergyholding to be established
         through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
         OS1+1,016,370,000 +PS1+500,000,000)/((1+ 1,016,370,000/500,000,000)
         * (2,005,080,419 – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains,
while voting on the issue of reorganization of RAO UES of Russia through a spin-
off, and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at
least 100 preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100
preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraph 3.3.2.9 of this resolution.
   P2 – the number of preference shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraph 3.3.2.10 of this resolution.
   Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraphs 3.3.10.3.1 and 3.3.13.2.1 of this
resolution.
   Z2 – the number of preference shares in JSC Sibenergyholding to be placed with
the shareholders in accordance with paragraphs 3.3.10.3.2 and 3.3.13.2.2 of this
resolution.

                                                                                  35
3.3.25. The shares in JSC Centerenergyholding shall be allocated to MADAKE
       ENTERPRISES COMPANY LIMITED (if it votes For or Abstains, while
       voting on the issue of reorganization of RAO UES of Russia through a spin-
       off, and as of the date determined in accordance with paragraph 3.6 of this
       resolution it does not reduce the number of shares owned by it, which is
       specified in paragraph 3.3.3 of this resolution) if as of the date determined in
       accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
       Kompaniya reduces the number of shares in RAO UES of Russia owned by
       it, which is specified in paragraph 3.3.3 of this resolution, upon the following
       conditions:
3.3.25.1. One (1) ordinary share in JSC Centerenergyholding to be established
            through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
            OS2+416,590,290         +PS2+20,000)/((1+        20,000/416,590,290)      *
            (43,051,999,755 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.25.2. One (1) preference share in JSC Centerenergyholding to be established
            through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
            OS2+416,590,290         +PS2+20,000)/((1+        416,590,290/20,000)      *
            (2,176,791,245 – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraph 3.3.2.7 of this resolution.
   P2 – the number of preference shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraph 3.3.2.8 of this resolution.
   Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this
resolution.
   Z2 – the number of preference shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraphs 3.3.8.3.2 and 3.3.11.2.2 of this
resolution.
3.3.26. The shares in JSC Intergeneration shall be allocated to MADAKE
         ENTERPRISES COMPANY LIMITED (if it votes For or Abstains, while
         voting on the issue of reorganization of RAO UES of Russia through a
         spin-off, and as of the date determined in accordance with paragraph 3.6 of

                                                                                    36
         this resolution it does not reduce the number of shares owned by it, which is
         specified in paragraph 3.3.3 of this resolution) if as of the date determined
         in accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK
         NICKEL reduces the number of shares in RAO UES of Russia owned by it,
         which is specified in paragraph 3.3.3 of this resolution, upon the following
         conditions:
3.3.26.1. One (1) ordinary share in JSC Intergeneration to be established through a
          spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS1+416,590,290          +PS1+20,000)/((1+       20,000/416,590,290)       *
          (144,338,947,437 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.26.2. One (1) preference share in JSC Intergeneration to be established through
          a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
          OS1+416,590,290          +PS1+20,000)/((1+       416,590,290/20,000)       *
          (7,298,052,563 – Z2 – P2)) preference shares in RAO UES of Russia.
   Where:
   OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains,
while voting on the issue of reorganization of RAO UES of Russia through a spin-
off, and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at
least 100 preference shares in RAO UES of Russia.
   PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100
preference shares in RAO UES of Russia.
   P1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraph 3.3.2.5 of this resolution.
   P2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraph 3.3.2.6 of this resolution.
   Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this
resolution.
   Z2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this
resolution.
3.3.27. If in the calculation of shares in the spun-off company concerned the
       calculated number of shares to be allocated to a shareholder of RAO UES of
       Russia is a fraction, the fractional part of the quantity of shares shall be
       rounded off in accordance with the following rules:
3.3.27.1. If the period is followed by any number from 5 to 9, one shall be added to
          the integer and any numbers following the period shall be ignored.



                                                                                   37
3.3.27.2. If the period is followed by any number from 0 to 4, only the integer shall
          be taken into consideration and any numbers following the period shall be
          ignored.
3.3.27.3. If as a result of round-off no shares are receivable by any shareholder,
          such shareholder shall receive one share.
3.3.28. If as of the date determined in accordance with paragraph 3.6 of this
      resolution OJSC MMC NORILSK NICKEL, which is a shareholder of RAO
      UES of Russia, is reorganized through a spin-off and title to 1,016,370,000
      ordinary shares and 500,000,000 preference shares in RAO UES of Russia
      owned by OJSC MMC NORILSK NICKEL transfers by legal succession
      based on the separation balance sheet to a company to be established as a
      result of reorganization of OJSC MMC NORILSK NICKEL, all provisions
      of this resolution in which OJSC MMC NORILSK NICKEL is indicated
      (with the exception of indications of a voting option for the issue of
      reorganization of RAO UES of Russia through a spin-off and participation in
      voting on this issue), shall be deemed to indicate such company established
      as a result of reorganization of OJSC MMC NORILSK NICKEL through a
      spin-off.
           Transfer of the shares in RAO UES of Russia owned by OJSC MMC
      NORILSK NICKEL by legal succession in accordance with the provisions of
      the first sub-paragraph of this paragraph shall not lead to the application of
      the appropriate provisions of this resolution related to a decrease in the
      number of shares in RAO UES of Russia owned by OJSC MMC NORILSK
      NICKEL.
           If after the transfer of the shares in RAO UES of Russia owned by OJSC
      MMC NORILSK NICKEL by legal succession in accordance with the
      provisions of the first sub-paragraph of this paragraph OJSC MMC
      NORILSK NICKEL is the owner of shares in RAO UES of Russia, (1) in the
      allocation of shares in the companies to be established through a spin-off all
      provisions of this resolution in which OJSC MMC NORILSK NICKEL is
      indicated shall apply only to the assignee of OJSC MMC NORILSK
      NICKEL to be determined in accordance with the provisions of the first sub-
      paragraph of paragraph 3.3.19, and (2) in the allocation of shares in the
      companies to be established through a spun-off only the provisions of
      paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3,
      3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution shall apply to OJSC MMC
      NORILSK NICKEL.
3.3.29. The shares in spun-off companies shall be placed with OOO
      Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and
      MADAKE ENTERPRISES COMPANY LIMITED in accordance with
      paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3,
      3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution if as of the date determined
      in accordance with paragraph 3.6 of this resolution they increase the number
      of ordinary and preference shares in RAO UES of Russia owned by them
      compared with the number specified in paragraph 3.3.3 of this resolution by

                                                                                   38
       the number of shares in RAO UES of Russia to the extent that it exceeds the
       number specified in paragraph 3.3.3 of this resolution.
3.3.30. The shares in spun-off companies shall be placed for the shares in RAO
       UES of Russia title to which transferred after the preparation of the list of
       persons entitled to participate in the extraordinary general meeting of RAO
       UES of Russia of October 26, 2007 in accordance with paragraphs 3.3.1,
       3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2
       and 3.3.13.2 of this resolution.
3.3.31. The list of shareholders of RAO UES of Russia that vote Against or do not
       participate in voting on the issue of reorganization of RAO UES of Russia
       through a spin-off shall be prepared based on data from the list of persons
       entitled to participate in the extraordinary General Meeting of RAO UES of
       Russia of October 26, 2007.
3.3.32. If the applicable laws specify that the shares in the joint-stock companies to
       be established during the reorganization shall be allocated to the shareholders
       that do not participate in voting on the issues of reorganization of RAO UES
       of Russia through a spin-off (issue No. 1 on the agenda) in accordance with
       the same procedure as applying to the shareholders that vote "For" the
       resolution on reorganization, the shares in spun-off companies shall be
       placed with such shareholders in accordance with paragraphs 3.3.1, 3.3.3,
       3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and
       3.3.13.2 of this resolution.
3.4. All shares in the companies to be established which remain unallocated among
   the shareholders of RAO UES of Russia in accordance with paragraph 3.3 of this
   resolution shall be deemed to have been acquired by RAO UES of Russia.
3.5. The authorized capitals of the companies to be established shall be formed out
   of incremental capital and the retained earnings of RAO UES of Russia for prior
   years.
3.6. Shares in the companies to be established shall be deemed to have been placed
   (allocated among the shareholders of RAO UES of Russia, acquired by RAO
   UES of Russia) on the day of state registration of the companies established as a
   result of reorganization based on the list of persons prepared based on data from
   the RAO UES of Russia Shareholder Register on the date determined by the
   Board of Directors of RAO UES of Russia not later than fifteen (15) business
   days prior to this date.
           For the preparation of the list of persons specified in this paragraph the
       nominee shareholders of RAO UES of Russia, including nominee
       shareholders that opened an account with nominee shareholders, shall
       provide, upon request from the registrar of RAO UES of Russia, data on
       persons for whose benefit they own shares. The above-mentioned data may
       be clarified by nominee holders.
3.7. The separation balance sheet (Appendix A) shall be approved.
3.8. Andrei Natanovich Rappoport, member of the Management Board of RAO
   UES of Russia, Managing Director of the "Grids" Business Unit, shall be


                                                                                     39
   appointed to perform the functions of the sole executive body of JSC
   Gosudarstvennii Holding;
           The Board of Directors of JSC Gosudarstvennii Holding, simultaneously
       with the adoption of a resolution on the approval of a resolution on the issue
       of shares in JSC Gosudarstvennii Holding, shall be entitled to terminate the
       authority of the person performing the functions of the sole executive body of
       JSC Gosudarstvennii Holding and appoint any other individual to perform the
       functions of the sole executive body of JSC Gosudarstvennii Holding.
3.9. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project
   Implementation of the Reform Management Center of RAO UES of Russia, shall
   be appointed to perform the functions of the sole executive body of JSC
   Gosudarstvennii Holding GidroOGK;
           The Board of Directors of JSC Gosudarstvennii Holding GidroOGK,
       simultaneously with the adoption of a resolution on the approval of a
       resolution on the issue of shares in JSC Gosudarstvennii Holding GidroOGK,
       shall be entitled to terminate the authority of the person performing the
       functions of the sole executive body of JSC Gosudarstvennii Holding
       GidroOGK and appoint any other individual to perform the functions of the
       sole executive body of JSC Gosudarstvennii Holding GidroOGK.
3.10. Andrei Natanovich Rappoport, member of the Management Board of RAO
   UES of Russia, Managing Director of the "Grids" Business Unit, shall be
   appointed to perform the functions of the sole executive body of JSC
   Minoritarnii Holding FGC UES;
           The Board of Directors of JSC Minoritarnii Holding FGC UES,
       simultaneously with the adoption of a resolution on the approval of a
       resolution on the issue of shares in JSC Minoritarnii Holding FGC UES, shall
       be entitled to terminate the authority of the person performing the functions
       of the sole executive body of JSC Minoritarnii Holding FGC UES and
       appoint any other individual to perform the functions of the sole executive
       body of JSC Minoritarnii Holding FGC UES.
3.11. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project
   Implementation of the Reform Management Center of RAO UES of Russia, shall
   be appointed to perform the functions of the sole executive body of JSC
   Minoritarnii Holding GidroOGK;
           The Board of Directors of JSC Minoritarnii Holding GidroOGK,
       simultaneously with the adoption of a resolution on the approval of a
       resolution on the issue of shares in JSC Minoritarnii Holding GidroOGK,
       shall be entitled to terminate the authority of the person performing the
       functions of the sole executive body of JSC Minoritarnii Holding GidroOGK
       and appoint any other individual to perform the functions of the sole
       executive body of JSC Minoritarnii Holding GidroOGK.
3.12. Vladimir Olegovich Volik, Project Manager of the Reorganization
   Commission of RAO UES of Russia, shall be appointed to perform the functions
   of the sole executive body of JSC OGK-1 Holding;


                                                                                  40
           The Board of Directors of JSC OGK-1 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC OGK-1 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC OGK-1
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC OGK-1 Holding.
3.13. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department
   of the Reform Management Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC OGK-2 Holding;
           The Board of Directors of JSC OGK-2 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC OGK-2 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC OGK-2
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC OGK-2 Holding.
3.14. Maxim Valentinovich Zavalko, First Deputy Head of the Department for
   Corporate Governance and Shareholder Relations of the Corporate Center of
   RAO UES of Russia, shall be appointed to perform the functions of the sole
   executive body of JSC OGK-3 Holding;
           The Board of Directors of JSC OGK-3 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC OGK-3 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC OGK-3
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC OGK-3 Holding.
3.15. Dmitry Aleksandrovich Burnashev, Head of the Business Planning
   Department of the Corporate Center of RAO UES of Russia, shall be appointed
   to perform the functions of the sole executive body of JSC OGK-4 Holding;
           The Board of Directors of JSC OGK-4 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC OGK-4 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC OGK-4
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC OGK-4 Holding.
3.16. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department
   of the Reform Management Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC OGK-6 Holding;
           The Board of Directors of JSC OGK-6 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC OGK-6 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC OGK-6
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC OGK-6 Holding.



                                                                                   41
3.17. Vladimir Olegovich Volik, Project Manager of the Reorganization
   Commission of RAO UES of Russia, shall be appointed to perform the functions
   of the sole executive body of JSC TGK-1 Holding;
           The Board of Directors of JSC TGK-1 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC TGK-1 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC TGK-1
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC TGK-1 Holding.
3.18. Igor Alikovich Zenyukov, Deputy Head of the Department for Corporate
   Governance and Shareholder Relations of the Corporate Center of RAO UES of
   Russia, shall be appointed to perform the functions of the sole executive body of
   JSC TGK-2 Holding;
           The Board of Directors of JSC TGK-2 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC TGK-2 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC TGK-2
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC TGK-2 Holding.
3.19. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the
   Reform Management Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC Mosenergo Holding;
           The Board of Directors of JSC Mosenergo Holding, simultaneously with
       the adoption of a resolution on the approval of a resolution on the issue of
       shares in JSC Mosenergo Holding, shall be entitled to terminate the authority
       of the person performing the functions of the sole executive body of JSC
       Mosenergo Holding and appoint any other individual to perform the
       functions of the sole executive body of JSC Mosenergo Holding.
3.20. Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
   Corporate Governance and Shareholder Relations of the Corporate Center of
   RAO UES of Russia, shall be appointed to perform the functions of the sole
   executive body of JSC TGK-4 Holding;
           The Board of Directors of JSC TGK-4 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC TGK-4 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC TGK-4
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC TGK-4 Holding.
3.21. Svyatoslav Anatolyevich Lychagin, Deputy Head of the Department for the
   Regulation of Property Relations of the Corporate Center of RAO UES of
   Russia, shall be appointed to perform the functions of the sole executive body of
   JSC TGK-6 Holding;
           The Board of Directors of JSC TGK-6 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC TGK-6 Holding, shall be entitled to terminate the authority of the

                                                                                   42
      person performing the functions of the sole executive body of JSC TGK-6
      Holding and appoint any other individual to perform the functions of the sole
      executive body of JSC TGK-6 Holding.
3.22. Maxim Valentinovich Zavalko, First Deputy Head of the Department for
   Corporate Governance and Shareholder Relations of the Corporate Center of
   RAO UES of Russia, shall be appointed to perform the functions of the sole
   executive body of JSC Voljskaya TGK Holding;
          The Board of Directors of JSC Voljskaya TGK Holding, simultaneously
      with the adoption of a resolution on the approval of a resolution on the issue
      of shares in JSC Voljskaya TGK Holding, shall be entitled to terminate the
      authority of the person performing the functions of the sole executive body of
      JSC Voljskaya TGK Holding and appoint any other individual to perform the
      functions of the sole executive body of JSC Voljskaya TGK Holding.
3.23. Oleg Vladimirovich Yevseyenkov, First Deputy Head of the Business
   Planning Department of the Corporate Center of RAO UES of Russia, shall be
   appointed to perform the functions of the sole executive body of JSC UGK
   TGK-8 Holding;
          The Board of Directors of JSC UGK TGK-8 Holding, simultaneously
      with the adoption of a resolution on the approval of a resolution on the issue
      of shares in JSC UGK TGK-8 Holding, shall be entitled to terminate the
      authority of the person performing the functions of the sole executive body of
      JSC UGK TGK-8 Holding and appoint any other individual to perform the
      functions of the sole executive body of JSC UGK TGK-8 Holding.
3.24. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate
   Governance and Shareholder Relations of the Corporate Center of RAO UES of
   Russia, shall be appointed to perform the functions of the sole executive body of
   JSC TGK-9 Holding;
          The Board of Directors of JSC TGK-9 Holding, simultaneously with the
      adoption of a resolution on the approval of a resolution on the issue of shares
      in JSC TGK-9 Holding, shall be entitled to terminate the authority of the
      person performing the functions of the sole executive body of JSC TGK-9
      Holding and appoint any other individual to perform the functions of the sole
      executive body of JSC TGK-9 Holding.
3.25. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the
   Reform Management Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC TGK-10 Holding;
          The Board of Directors of JSC TGK-10 Holding, simultaneously with the
      adoption of a resolution on the approval of a resolution on the issue of shares
      in JSC TGK-10 Holding, shall be entitled to terminate the authority of the
      person performing the functions of the sole executive body of JSC TGK-10
      Holding and appoint any other individual to perform the functions of the sole
      executive body of JSC TGK-10 Holding.
3.26. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the
   Reform Management Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC TGK-11 Holding;

                                                                                  43
           The Board of Directors of JSC TGK-11 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC TGK-11 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC TGK-11
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC TGK-11 Holding.
3.27. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department
   of the Reform Management Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC Kuzbassenergo Holding;
           The Board of Directors of JSC Kuzbassenergo Holding, simultaneously
       with the adoption of a resolution on the approval of a resolution on the issue
       of shares in JSC Kuzbassenergo Holding, shall be entitled to terminate the
       authority of the person performing the functions of the sole executive body of
       JSC Kuzbassenergo Holding and appoint any other individual to perform the
       functions of the sole executive body of JSC Kuzbassenergo Holding.
3.28. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate
   Governance and Shareholder Relations of the Corporate Center of RAO UES of
   Russia, shall be appointed to perform the functions of the sole executive body of
   JSC Enisei TGK Holding;
           The Board of Directors of JSC Enisei TGK Holding, simultaneously with
       the adoption of a resolution on the approval of a resolution on the issue of
       shares in JSC Enisei TGK Holding, shall be entitled to terminate the
       authority of the person performing the functions of the sole executive body of
       JSC Enisei TGK Holding and appoint any other individual to perform the
       functions of the sole executive body of JSC Enisei TGK Holding.
3.29. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate
   Governance and Shareholder Relations of the Corporate Center of RAO UES of
   Russia, shall be appointed to perform the functions of the sole executive body of
   JSC TGK-14 Holding;
           The Board of Directors of JSC TGK-14 Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC TGK-14 Holding, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC TGK-14
       Holding and appoint any other individual to perform the functions of the sole
       executive body of JSC TGK-14 Holding.
3.30. Yevgeny Vyacheslavovich Dod, Director General of RAO UES International,
   shall be appointed to perform the functions of the sole executive body of JSC
   Inter RAO UES Holding;
           The Board of Directors of JSC Inter RAO UES Holding, simultaneously
       with the adoption of a resolution on the approval of a resolution on the issue
       of shares in JSC Inter RAO UES Holding, shall be entitled to terminate the
       authority of the person performing the functions of the sole executive body of
       JSC Inter RAO UES Holding and appoint any other individual to perform the
       functions of the sole executive body of JSC Inter RAO UES Holding.


                                                                                   44
3.31. Aleksander Ivanovich Kazakov, Director General of OAO MUEK, shall be
   appointed to perform the functions of the sole executive body of JSC Holding
   MRSK;
           The Board of Directors of JSC Holding MRSK, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC Holding MRSK, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC Holding
       MRSK and appoint any other individual to perform the functions of the sole
       executive body of JSC Holding MRSK.
3.32. Ivan Valentinovich Blagodyr, Director General of OAO OGK-3, shall be
   appointed to perform the functions of the sole executive body of JSC RAO
   Energy System of East;
           The Board of Directors of JSC RAO Energy System of East,
       simultaneously with the adoption of a resolution on the approval of a
       resolution on the issue of shares in JSC RAO Energy System of East, shall be
       entitled to terminate the authority of the person performing the functions of
       the sole executive body of JSC RAO Energy System of East and appoint any
       other individual to perform the functions of the sole executive body of JSC
       RAO Energy System of East.
3.33. Vladimir Olegovich Volik, Project Manager of the Reorganization
   Commission of RAO UES of Russia, shall be appointed to perform the functions
   of the sole executive body of JSC Centerenergyholding;
           The Board of Directors of JSC Centerenergyholding, simultaneously with
       the adoption of a resolution on the approval of a resolution on the issue of
       shares in JSC Centerenergyholding, shall be entitled to terminate the
       authority of the person performing the functions of the sole executive body of
       JSC Centerenergyholding and appoint any other individual to perform the
       functions of the sole executive body of JSC Centerenergyholding.
3.34. Vladimir Olegovich Volik, Project Manager of the Reorganization
   Commission of RAO UES of Russia, shall be appointed to perform the functions
   of the sole executive body of JSC Sibenergyholding;
           The Board of Directors of JSC Sibenergyholding, simultaneously with
       the adoption of a resolution on the approval of a resolution on the issue of
       shares in JSC Sibenergyholding, shall be entitled to terminate the authority of
       the person performing the functions of the sole executive body of JSC
       Sibenergyholding and appoint any other individual to perform the functions
       of the sole executive body of JSC Sibenergyholding.
3.35. Aleksander Sergeyevich Isayev, Advisor to the Executive Director of OAO
   OGK-3, shall be appointed to perform the functions of the sole executive body of
   JSC Intergeneration.
           The Board of Directors of JSC Intergeneration, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares
       in JSC Intergeneration, shall be entitled to terminate the authority of the
       person performing the functions of the sole executive body of JSC


                                                                                   45
      Intergeneration and appoint any other individual to perform the functions of
      the sole executive body of JSC Intergeneration.
3.36. It shall be specified that the Internal Audit Commission of JSC
   Gosudarstvennii Holding will be composed of
No. Candidate's Full Name and Position
1    Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
     Corporate Governance and Shareholder Relations of the Corporate Center of
     RAO UES of Russia
2    Anatoly Valerievich Baitov, Head of the Directorate for Financial Control
     and Internal Audit of OAO FGC UES
3    Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
     Corporate Center of RAO UES of Russia
4    Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
     Department of the Corporate Center of RAO UES of Russia
5    Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
     the Corporate Center of RAO UES of Russia

3.37. It shall be specified that the Internal Audit Commission of JSC
   Gosudarstvennii Holding GidroOGK will be composed of
No. Candidate's Full Name and Position
1     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES
      of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.38. It shall be specified that the Internal Audit Commission of JSC Minoritarnii
   Holding FGC UES will be composed of
No. Candidate's Full Name and Position
1     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Marina Alekseyevna Lelekova, Deputy Head of the Directorate for Financial
      Control and Internal Audit of OAO FGC UES
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit

                                                                               46
     Department of the Corporate Center of RAO UES of Russia
5    Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
     the Corporate Center of RAO UES of Russia

3.39. It shall be specified that the Internal Audit Commission of JSC Minoritarnii
   Holding GidroOGK will be composed of:
No. Candidate's Full Name and Position
1   Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
    Corporate Governance and Shareholder Relations of the Corporate Center of
    RAO UES of Russia
2   Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate
    Governance and Shareholder Relations of the Corporate Center of RAO UES
    of Russia
3   Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
    Corporate Center of RAO UES of Russia
4   Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
    Department of the Corporate Center of RAO UES of Russia
5   Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
    the Corporate Center of RAO UES of Russia




3.40. It shall be specified that the Internal Audit Commission of JSC OGK-1
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES
      of Russia

                                                                               47
3    Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
     Corporate Center of RAO UES of Russia
4    Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
     Department of the Corporate Center of RAO UES of Russia
5    Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
     the Corporate Center of RAO UES of Russia

3.41. It shall be specified that the Internal Audit Commission of JSC OGK-2
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.42. It shall be specified that the Internal Audit Commission of JSC OGK-3
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.43. It shall be specified that the Internal Audit Commission of JSC OGK-4
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of

                                                                             48
     RAO UES of Russia
2    Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
     Corporate Governance and Shareholder Relations of the Corporate Center of
     RAO UES of Russia
3    Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
     Corporate Center of RAO UES of Russia
4    Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
     Department of the Corporate Center of RAO UES of Russia
5    Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
     the Corporate Center of RAO UES of Russia

3.44. It shall be specified that the Internal Audit Commission of JSC OGK-6
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.45. It shall be specified that the Internal Audit Commission of JSC TGK-1
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia



                                                                             49
3.46. It shall be specified that the Internal Audit Commission of JSC TGK-2
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.47. It shall be specified that the Internal Audit Commission of JSC Mosenergo
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.48. It shall be specified that the Internal Audit Commission of JSC TGK-4
   Holding will be composed of
No. Candidate's Full Name and Position
1     Sergei Olegovich Erdenko - Senior Expert of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES
      of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit

                                                                            50
     Department of the Corporate Center of RAO UES of Russia
5    Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
     the Corporate Center of RAO UES of Russia

3.49. It shall be specified that the Internal Audit Commission of JSC TGK-6
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.50. It shall be specified that the Internal Audit Commission of JSC Voljskaya
   TGK Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.51. It shall be specified that the Internal Audit Commission of JSC UGK TGK-8
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of

                                                                             51
     RAO UES of Russia
3    Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
     Corporate Center of RAO UES of Russia
4    Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
     Department of the Corporate Center of RAO UES of Russia
5    Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
     the Corporate Center of RAO UES of Russia

3.52. It shall be specified that the Internal Audit Commission of JSC TGK-9
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.53. It shall be specified that the Internal Audit Commission of JSC TGK-10
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.54. It shall be specified that the Internal Audit Commission of JSC TGK-11
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for

                                                                             52
     Corporate Governance and Shareholder Relations of the Corporate Center of
     RAO UES of Russia
2    Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
     Corporate Governance and Shareholder Relations of the Corporate Center of
     RAO UES of Russia
3    Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
     Corporate Center of RAO UES of Russia
4    Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
     Department of the Corporate Center of RAO UES of Russia
5    Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
     the Corporate Center of RAO UES of Russia

3.55. It shall be specified that the Internal Audit Commission of JSC
   Kuzbassenergo Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.56. It shall be specified that the Internal Audit Commission of JSC Enisei TGK
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia


                                                                             53
3.57. It shall be specified that the Internal Audit Commission of JSC TGK-14
   Holding will be composed of
No. Candidate's Full Name and Position
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
      Corporate Governance and Shareholder Relations of the Corporate Center of
      RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.58. It shall be specified that the Internal Audit Commission of JSC Inter RAO
   UES Holding will be composed of
No. Candidate's Full Name and Position
1     Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of
      Industry and Energy of the Russian Federation
2     Andrei Nikolayevich Kobzev, Head of a Unit of the Federal Energy Agency
3     Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for
      Economic Development and Trade of the Russian Federation
4     Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry
      and Energy of the Russian Federation
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.59. It shall be specified that the Internal Audit Commission of JSC Holding
   MRSK will be composed of
No. Candidate's Full Name and Position
1     Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of
      Industry and Energy of the Russian Federation
2     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
3     Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for
      Economic Development and Trade of the Russian Federation
4     Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry
      and Energy of the Russian Federation
5     Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal
      Energy Agency



                                                                              54
3.60. It shall be specified that the Internal Audit Commission of JSC RAO Energy
   System of East will be composed of
No. Candidate's Full Name and Position
1     Maxim Genrikhovich Balashov, Deputy Director of a Department of the
      Ministry of Industry and Energy of the Russian Federation
2     Andrei Nikolayevich Kobzev, Head of a Unit of the Federal Energy Agency
3     Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for
      Economic Development and Trade of the Russian Federation
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal
      Energy Agency

3.61. It shall be specified that the Internal Audit Commission of JSC
   Centerenergyholding will be composed of
No. Candidate's Full Name and Position
1     Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES
      of Russia
2     Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES
      of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
      Corporate Center of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
      Department of the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia

3.62. It shall be specified that the Internal Audit Commission of JSC
   Sibenergyholding will be composed of
No. Candidate's Full Name and Position
1     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia
2     Tatiana Ivanovna Marinina, Chief Specialist of OAO SUEK.
3     Sofiya Ivanovna Mokhnachevskaya, Chief Specialist, Expert in the valuation
      of assets and mineral reserves of OAO SUEK.
4     Yekaterina Dmitrievna Inozemtseva, Head of the Division for Audit of Power
      Industry Enterprises of OAO SUEK.
5     Svetlana Anatolyevna Dorokhova, Chief Specialist of the In-House Audit
      Division of OAO SUEK.

3.63. It shall be specified that the Internal Audit Commission of JSC
   Intergeneration will be composed of

                                                                             55
No. Candidate's Full Name and Position
1   Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for
    Corporate Governance and Shareholder Relations of the Corporate Center of
    RAO UES of Russia
2   Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate
    Governance and Shareholder Relations of the Corporate Center of RAO UES
    of Russia
3   Sergei Borisovich Sidorov, Head of the Internal Audit Department of the
    Corporate Center of RAO UES of Russia
4   Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit
    Department of the Corporate Center of RAO UES of Russia
5   Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of
    the Corporate Center of RAO UES of Russia

3.64. The register of owners of issue-grade securities of each company to be
   established shall be maintained by:
   1. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC Gosudarstvennii Holding;
   2. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC Gosudarstvennii Holding GidroOGK;
   3. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC Minoritarnii Holding FGC UES;
   4. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC Minoritarnii Holding GidroOGK;
   5. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC OGK-1 Holding;
   6. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC OGK-2 Holding;
   7. ZAO STATUS Registration Company located at: 109544, Moscow, ul.
       Dobrovolcheskaya, d. 1/64 for JSC OGK-3 Holding;
   8. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC OGK-4 Holding;
   9. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC OGK-6 Holding;
   10. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
       dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
       str. 8 for JSC TGK-1 Holding;
                                                                             56
11. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC TGK-2 Holding;
12. ZAO Reestr-Servis Specialized Registrar located at: 115035, Russia,
    Moscow, ul. Sadovnicheskaya, d. 15 for JSC Mosenergo Holding;
13. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC TGK-4 Holding;
14. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC TGK-6 Holding;
15. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC Voljskaya TGK Holding;
16. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC UGK TGK-8 Holding;
17. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC TGK-9 Holding;
18. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC TGK-10 Holding;
19. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC TGK-11 Holding;
20. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC Kuzbassenergo Holding;
21. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC Enisei TGK Holding;
22. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per,
    dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34,
    str. 8 for JSC TGK-14 Holding;
23. ZAO Novyi Registrator located at: 107023, Moscow, ul. Buzheninova, dom
    30, 2nd floor, postal address: 107023, Moscow, ul. Buzheninova, dom 30 for
    JSC Inter RAO UES Holding;
24. ZAO STATUS Registration Company located at: 109544, Moscow, ul.
    Dobrovolcheskaya, d. 1/64 for JSC Holding MRSK;
25. ZAO STATUS Registration Company located at: 109544, Moscow, ul.
    Dobrovolcheskaya, d. 1/64 for JSC RAO Energy System of East;
26. ZAO STATUS Registration Company located at: 109544, Moscow, ul.
    Dobrovolcheskaya, d. 1/64 for JSC Centerenergyholding;


                                                                           57
   27. ZAO STATUS Registration Company located at: 109544, Moscow, ul.
       Dobrovolcheskaya, d. 1/64 for JSC Sibenergyholding;
   28. ZAO STATUS Registration Company located at: 109544, Moscow, ul.
       Dobrovolcheskaya, d. 1/64 for JSC Intergeneration.
   If a company which, pursuant to a resolution of this General Meeting of
Shareholders, will take over a company to be established pursuant to this resolution
changes its registrar, such registrar shall simultaneously be the registrar of the
established company concerned.
   If a company to be spun off pursuant to this resolution is to be taken over by
another company, yet this takeover proves impossible due to the conditions
envisioned by this resolution, this spun-off company shall be deemed to have been
established in accordance with article 19 of the Federal Law "On Joint-Stock
Companies" and the registrar of such company shall be ZAO STATUS Registration
Company located at: 109544, Moscow, ul. Dobrovolcheskaya, d. 1/64.
3.65. The Articles of Association of JSC Gosudarstvennii Holding (Appendix 1)
   shall be approved.
3.66. The Articles of Association of JSC Gosudarstvennii Holding GidroOGK
   (Appendix 2) shall be approved.
3.67. The Articles of Association of JSC Minoritarnii Holding FGC UES
   (Appendix 3) shall be approved.
3.68. The Articles of Association of JSC Minoritarnii Holding GidroOGK
   (Appendix 4) shall be approved.
3.69. The Articles of Association of JSC OGK-1 Holding (Appendix 5) shall be
   approved.
3.70. The Articles of Association of JSC OGK-2 Holding (Appendix 6) shall be
   approved.
3.71. The Articles of Association of JSC OGK-3 Holding (Appendix 7) shall be
   approved.
3.72. The Articles of Association of JSC OGK-4 Holding (Appendix 8) shall be
   approved.
3.73. The Articles of Association of JSC OGK-6 Holding (Appendix 9) shall be
   approved.
3.74. The Articles of Association of JSC TGK-1 Holding (Appendix 10) shall be
   approved.
3.75. The Articles of Association of JSC TGK-2 Holding (Appendix 11) shall be
   approved.
3.76. The Articles of Association of JSC Mosenergo Holding (Appendix 12) shall
   be approved.
3.77. The Articles of Association of JSC TGK-4 Holding (Appendix 13) shall be
   approved.
3.78. The Articles of Association of JSC TGK-6 Holding (Appendix 14) shall be
   approved.
3.79. The Articles of Association of JSC Voljskaya TGK Holding (Appendix 15)
   shall be approved.


                                                                                 58
3.80. The Articles of Association of JSC UGK TGK-8 Holding (Appendix 16) shall
   be approved.
3.81. The Articles of Association of JSC TGK-9 Holding (Appendix 17) shall be
   approved.
3.82. The Articles of Association of JSC TGK-10 Holding (Appendix 18) shall be
   approved.
3.83. The Articles of Association of JSC TGK-11 Holding (Appendix 19) shall be
   approved.
3.84. The Articles of Association of JSC Kuzbassenergo Holding (Appendix 20)
   shall be approved.
3.85. The Articles of Association of JSC Enisei TGK Holding (Appendix 21) shall
   be approved.
3.86. The Articles of Association of JSC TGK-14 Holding (Appendix 22) shall be
   approved.
3.87. The Articles of Association of JSC Inter RAO UES Holding (Appendix 23)
   shall be approved.
3.88. The Articles of Association of JSC Holding MRSK (Appendix 24) shall be
   approved.
3.89. The Articles of Association of JSC RAO Energy System of East (Appendix
   25) shall be approved.
3.90. The Articles of Association of JSC Centerenergyholding (Appendix 26) shall
   be approved.
3.91. The Articles of Association of JSC Sibenergyholding (Appendix 27) shall be
   approved.
3.92. The Articles of Association of JSC Intergeneration (Appendix 28) shall be
   approved.
3.93. A company to be established shall not be subject to takeover as provided for
   by the takeover agreement and such company shall be deemed to have been
   established in accordance with article 19 of the Federal Law "On Joint-Stock
   Companies".
3.94. As of the adoption of this resolution until the completion of reorganization of
   RAO UES of Russia, RAO UES of Russia shall not be entitled to dispose of,
   pledge and execute any other transactions which lead or may lead to the disposal
   or encumbrance of the shares in OAO FGC UES, OAO HydroOGK, OAO OGK-
   1, OAO OGK-2, OAO OGK-3, OAO OGK-4, OAO OGK-6, OAO TGK-1,
   OAO TGK-2, OAO Mosenergo, OAO TGK-4, OAO TGK-6, OAO Volzhskaya
   TGK, OAO YUGK TGK-8, OAO TGK-9, OAO TGK-10, OAO TGK-11, OAO
   Kuzbassenergo, OAO Yeniseiskaya TGK (TGK-13), OAO TGK-14 in an
   amount exceeding the total number of shares in each above-mentioned company,
   which in accordance with the separation balance sheet of RAO UES of Russia
   approved by this resolution are allocated to JSC Gosudarstvennii Holding and
   JSC Gosudarstvennii Holding GidroOGK.
3.95. The identification of the legal entities named in this resolution, including in
   case of change in their name and/or location, shall be carried out using the


                                                                                  59
   following primary state registration numbers (OGRN) (for Russian legal entities)
   or registration number (for MADAKE ENTERPRISES COMPANY LIMITED):
   29. OAO FGC UES - OGRN: 1024701893336;
   30. OAO HydroOGK - OGRN: 1042401810494;
   31. OAO OGK-1 - OGRN: 1057200597960;
   32. OAO OGK-2 - OGRN: 1052600002180;
   33. OAO OGK-3 - OGRN: 1040302983093;
   34. OAO OGK-4 - OGRN: 1058602056985;
   35. OAO OGK-6 - OGRN: 1056164020769;
   36. OAO TGK-1 - OGRN: 1057810153400;
   37. OAO TGK-2 - OGRN: 1057601091151;
   38. OAO Mosenergo - OGRN: 1027700302420;
   39. OAO TGK-4 - OGRN: 1056882304489;
   40. OAO TGK-6 -OGRN: 1055230028006;
   41. OAO Volzhskaya TGK - OGRN: 1056315070350;
   42. OAO YUGK TGK-8 - OGRN: 1053000012790;
   43. OAO TGK-9 - OGRN: 1045900550024;
   44. OAO TGK-10 - OGRN: 1058602102437;
   45. OAO TGK-11 - OGRN: 1055406226237;
   46. OAO Kuzbassenergo - OGRN: 1024200678260;
   47. OAO Yeniseiskaya TGK (TGK-13) - OGRN: 1051901068020;
   48. OAO TGK-14 - OGRN: 1047550031242;
   49. OAO Sochinskaya TPP - OGRN: 1022302933630.
   50. OOO Gazoenergeticheskaya Kompaniya - OGRN: 1037739465004;
   51. OJSC MMC NORILSK NICKEL - OGRN: 1028400000298;
   52. MADAKE ENTERPRISES COMPANY LIMITED – registration number:
       201936, the Republic of Cyprus.
3.96. Disputes, controversies and requirements arising among the companies spun
   off from RAO UES of Russia (their legal successors), including all disputes in
   connection with the adopted decisions concerning the reorganization of RAO
   UES of Russia, shall be settled in accordance with the existing dispute reference
   agreements among them.
Number of votes held by the persons included in the list of      43,116,903,368
persons entitled to participate in the general meeting
Number of votes held by the persons that participated in the     33,396,122,096
general meeting for this issue on the general meeting agenda   quorum was reached
         Number of votes cast for each voting option
   For                                     31,870,833,716             95.4327%
   Against                                  1,087,045,216             3.2550%
   Abstained                                  60,406,536              0.1809%
The resolution was adopted.
For issue 2:
The Board of Directors of of JSC Gosudarstvennii Holding composed of the
following members shall be elected:
                                                                                    60
 No.                                 Candidate’s Full Name and Position
    1.
       Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
       Group
    2.
       Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
       independent directors)
    3.
       Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of
       Professional Directors
    4.
       Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
       Directors
   5.
       Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
       Directors
   6.
       Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board,
       Federal Grid Company
   7.
       Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board, Federal Grid
       Company
   8.
       Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid
       Company
   9.
       Yury Vladimirovich Goncharov - Deputy Head of the Corporate Governance Department
       of OAO FGC UES, Head of the Company Development Section
  10.
       Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
  11.
       Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
  12.
       Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
  13.
       Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the
       Corporate Center of RAO UES of Russia
  14.
       Aleksander Sergeyevich Kovalev - Deputy Head of the Financial Policy Department of the
       Corporate Center of RAO UES of Russia
  15.
       Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
       Corporate Center of RAO UES of Russia
 Number of votes held by the persons included in the list of            646,753,550,520
 persons entitled to participate in the general meeting                 cumulative voting
 Number of votes held by the persons that participated in the         357,036,048,015
 general meeting for this issue on the general meeting agenda         cumulative voting
                                                                     quorum was reached
  Number of votes cast for each candidate:
1. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
22,876,960,815 (6.4075%)
2. Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
independent directors): 22,719,886,968 (6.3635%)
3. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional
Directors: 22,760,543,538 (6.3749%)
4. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 22,720,691,633 (6.3637%)
5. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
Directors: 22,722,586,235 (6.3642%)
6. Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board,
Federal Grid Company: 22,720,473,942 (6.3636%)
7. Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board, Federal Grid
Company: 23,405,239,815 (6.5554%)

                                                                                          61
8. Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid Company:
22,817,163,243 (6.3907%)
9. Yury Vladimirovich Goncharov - Deputy Head of the Corporate Governance Department of
OAO FGC UES, Head of the Company Development Section: 22,718,601,215 (6.3631%)
10. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 22,810,788,208 (6.3889%)
11. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 22,720,226,873 (6.3636%)
12. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 22,717,389,448 (6.3628%)
13. Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the Corporate
Center of RAO UES of Russia: 22,720,880,058 (6.3637%)
14. Aleksander Sergeyevich Kovalev - Deputy Head of the Financial Policy Department of the
Corporate Center of RAO UES of Russia: 22,717,894,488 (6.3629%)
15. Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
Corporate Center of RAO UES of Russia: 22,717,816,048 (6.3629%)
 Number of votes cast against all candidates:                           6,637,387,710
 % of the total number of cumulative votes:
                                                                           1.8590%
 Abstained (for all candidates):                                         490,777,995
 % of the total number of cumulative votes:                                0.1375%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Gosudarstvennii Holding.
The resolution was adopted.

For issue 3:
The Board of Directors of JSC Gosudarstvennii Holding GidroOGK composed
of the following members shall be elected:
 No.                            Candidate’s Full Name and Position
  1.
       Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
       PROFESSIONAL DIRECTORS
  2.
       Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of
       Professional Directors
  3.
       Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
       Directors
  4.
       Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional
       Directors
  5.
       Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
       Directors
  6.
       Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform
       Projects of the Reform Management Center of RAO UES of Russia
  7.
       Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
       Management Center of RAO UES of Russia
  8.
       Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
       Reform Management Center of RAO UES of Russia
  9.
       Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 10.
       Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia


                                                                                          62
 11.
      Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
      Corporate Center of RAO UES of Russia
  12.
      Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the
      Corporate Center of RAO UES of Russia
  13.
      Aleksander Sergeyevich Kovalev - Deputy Head of the Financial Policy Department of
      the Corporate Center of RAO UES of Russia
  14.
      Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance
      and Shareholder Relations of the Corporate Center of RAO UES of Russia
  15.
      Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 Number of votes held by the persons included in the list of          646,753,550,520
 persons entitled to participate in the general meeting               cumulative voting
 Number of votes held by the persons that participated in the           357,036,048,015
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
  Number of votes cast for each candidate:
1. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
PROFESSIONAL DIRECTORS: 22,843,368,361 (6.3981%)
2. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional
Directors: 22,750,461,533 (6.3720%)
3. Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
Directors: 22,726,690,043 (6.3654%)
4. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors:
22,721,881,968 (6.3640%)
5. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
22,717,382,948 (6.3628%)
6. Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects of
the Reform Management Center of RAO UES of Russia: 23,527,063,811 (6.5895%)
7. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
Management Center of RAO UES of Russia: 22,718,576,901 (6.3631%)
8. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 22,719,967,033 (6.3635%)
9. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 22,717,758,403 (6.3629%)
10. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 22,813,571,468 (6.3897%)
11. Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
Corporate Center of RAO UES of Russia: 22,724,291,051 (6.3647%)
12. Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the Corporate
Center of RAO UES of Russia: 22,720,719,643 (6.3637%)
13. Aleksander Sergeyevich Kovalev - Deputy Head of the Financial Policy Department of the
Corporate Center of RAO UES of Russia: 22,717,620,038 (6.3628%)
14. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 22,721,866,893
(6.3640%)
15. Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
22,722,168,838 (6.3641%)
 Number of votes cast against all candidates:                                6,649,284,570
 % of the total number of cumulative votes:
                                                                                1.8624%

                                                                                              63
Abstained (for all candidates):                                          483,087,685
% of the total number of cumulative votes:
                                                                          0.1353%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Gosudarstvennii Holding GidroOGK.
The resolution was adopted.

For issue 4:
The Board of Directors of JSC Minoritarnii Holding FGC UES composed of
the following members shall be elected:
 No.                                Candidate’s Full Name and Position
  1.
     Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
     Group
  2.
     Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
     independent directors)
  3.
     Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of
     Professional Directors
  4.
     Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
     Directors
  5.
     Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
     Directors
  6.
     Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board of OAO FGC
     UES
  7.
     Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board,
     Federal Grid Company
  8.
     Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid
     Company
  9.
     Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects
     of the Reform Management Center of RAO UES of Russia
 10.
     Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
     Management Center of RAO UES of Russia
 11.
     Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
     Reform Management Center of RAO UES of Russia
 12.
     Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance
     and Shareholder Relations of the Corporate Center of RAO UES of Russia
 13.
     Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
     Shareholder Relations of the Corporate Center of RAO UES of Russia
 14.
     Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the
     Corporate Center of RAO UES of Russia
 15.
     Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
     Corporate Center of RAO UES of Russia
 16.
     Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development
     Office of the Gas Complex Directorate of MMC Norilsk Nickel
 17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros
 18. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros
Number of votes held by the persons included in the list of            646,753,550,520
persons entitled to participate in the general meeting                 cumulative voting
Number of votes held by the persons that participated in the        500,941,831,440
general meeting for this issue on the general meeting agenda        cumulative voting
                                                                   quorum was reached

                                                                                        64
  Number of votes cast for each candidate:
1. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
24,953,092,594 (4.9812%)
2. Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
independent directors): 24,813,333,323 (4.9533%)
3. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional
Directors: 17,854,838,523 (3.5643%)
4. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 17,036,936,644 (3.4010%)
5. Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
Directors: 12,021,689,286 (2.3998%)
6. Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board, Federal Grid
Company: 29,879,476,373 (5.9647%)
7. Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board,
Federal Grid Company: 28,984,937,577 (5.7861%)
8. Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid Company:
28,747,504,553 (5.7387%)
9. Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects of
the Reform Management Center of RAO UES of Russia: 28,638,420,574 (5.7169%)
10. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 26,893,713,393 (5.3686%)
11. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 26,875,506,666 (5.3650%)
12. Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 26,350,774,763
(5.2602%)
13. Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,983,513,931
(5.1869%)
14. Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the Corporate
Center of RAO UES of Russia: 25,902,261,029 (5.1707%)
15. Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
Corporate Center of RAO UES of Russia: 25,831,774,114 (5.1566%)
16. Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development
Office of the Gas Complex Directorate of MMC Norilsk Nickel: 8,986,299,167 (1.7939%)
17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros 8,988,070,278
(1.7942%)
18. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros: 8,895,755,346
(1.7758%)
 Number of votes cast against all candidates:                            7,162,241,130
 % of the total number of cumulative votes:
                                                                            1.4298%
 Abstained (for all candidates):                                         6,073,155,740
 % of the total number of cumulative votes:
                                                                            1.2123%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Minoritarnii Holding FGC UES.
The resolution was adopted.

For issue 5:


                                                                                          65
The Board of Directors of JSC Minoritarnii Holding GidroOGK composed of
the following members shall be elected:
 No.                                Candidate’s Full Name and Position
   1.
      Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
      PROFESSIONAL DIRECTORS
   2.
      Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of
      the Rights of Investors
   3.
      Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
      Directors
   4. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
   5.
      Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
      INSTITUTE OF PROFESSIONAL DIRECTORS
   6.
      Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
      Shareholder Relations of the Corporate Center of RAO UES of Russia
   7.
      Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
      Corporate Center of RAO UES of Russia
   8.
      Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the
      Corporate Center of RAO UES of Russia
   9.
      Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance
      and Shareholder Relations of the Corporate Center of RAO UES of Russia
  10.
      Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
  11.
      Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  12.
      Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
      Reform Management Center of RAO UES of Russia
  13.
      Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  14.
      Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  15.
      Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  16.
      Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development
      Office of the Gas Complex Directorate of MMC Norilsk Nickel
  17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros
  18. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros
 Number of votes held by the persons included in the list of       646,753,550,520 cumulative
 persons entitled to participate in the general meeting                       voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
  Number of votes cast for each candidate:
1. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
PROFESSIONAL DIRECTORS: 19,298,516,032 (3.8524%)
2. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 16,949,609,025 (3.3835%)
3. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
Directors: 17,921,050,555 (3.5775%)
4. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
15,815,537,043 (3.1572%)

                                                                                            66
5. Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
INSTITUTE OF PROFESSIONAL DIRECTORS: 12,667,684,196 (2.5288%)
6. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 30,980,977,617
(6.1845%)
7. Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
Corporate Center of RAO UES of Russia: 30,468,799,408 (6.0823%)
8. Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the Corporate
Center of RAO UES of Russia: 30,228,792,087 (6.0344%)
9. Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 29,360,726,994
(5.8611%)
10. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 29,032,319,604
(5.7955%)
11. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 28,063,204,398 (5.6021%)
12. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 27,898,606,616 (5.5692%)
13. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 27,317,604,995 (5.4532%)
14. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 26,999,254,061 (5.3897%)
15. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 26,942,248,513 (5.3783%)
16. Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development
Office of the Gas Complex Directorate of MMC Norilsk Nickel: 8,882,145,831 (1.7731%)
17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros: 9,567,592,557
(1.9099%)
18. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros: 8,885,457,870
(1.7738%)
 Number of votes cast against all candidates:                           7,219,166,250
 % of the total number of cumulative votes:
                                                                           1.4411%
 Abstained (for all candidates):                                        6,098,151,150
 % of the total number of cumulative votes:
                                                                           1.2173%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Minoritarnii Holding GidroOGK.
The resolution was adopted.

For issue 6:
The Board of Directors of JSC OGK-1 Holding composed of the following
members shall be elected:
 No.                           Candidate’s Full Name and Position
  1.
       Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
       PROFESSIONAL DIRECTORS
  2.
       Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
       Directors



                                                                                         67
      Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics,
   3.
      Accounting and Audit of the St. Petersburg State University; Assistant Professor of the
      Department of Civil Disciplines of the St. Petersburg Institute of External Economic
      Relations, Economy and Law (candidate to the RSPP register of independent directors)
   4.
      Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
      Group
   5. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors
   6.
      Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
   7.
      Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
   8.
      Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing
      Director of RAO UES of Russia (Business Unit No. 2)
   9.
      Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control
      Department of Business Unit No. 2 of RAO UES of Russia
  10.
      Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance
      Department of Business Unit No. 2 of RAO UES of Russia
  11.
      Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
  12.
      Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
      Management Center of RAO UES of Russia
  13.
      Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO
      UES of Russia
  14.
      Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  15.
      Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of            646,753,550,520
 persons entitled to participate in the general meeting                 cumulative voting
 Number of votes held by the persons that participated in the           500,941,831,440
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
  Number of votes cast for each candidate:
1. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
PROFESSIONAL DIRECTORS: 25,040,199,755 (4.9986%)
2. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
Directors: 24,821,079,572 (4.9549%)
3. Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, Accounting
and Audit of the St. Petersburg State University; Assistant Professor of the Department of Civil
Disciplines of the St. Petersburg Institute of External Economic Relations, Economy and Law
(candidate to the RSPP register of independent directors): 24,704,792,101 (4.9317%)
4. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
24,676,589,047 (4.9260%)
5. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors:
24,620,818,685 (4.9149%)
6. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department of
the Corporate Center of RAO UES of Russia: 24,754,571,635 (4.9416%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,938,728,937
(5.1780%)


                                                                                             68
8. Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing Director of
RAO UES of Russia (Business Unit No. 2): 25,039,758,548 (4.9985%)
9. Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control
Department of Business Unit No. 2 of RAO UES of Russia: 24,692,868,817 (4.9293%)
10. Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance Department
of Business Unit No. 2 of RAO UES of Russia: 24,666,240,052 (4.9240%)
11. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,660,405,589 (4.9228%)
12. Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,656,800,186 (4.9221%)
13. Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO UES
of Russia: 24 636,777,016 (4.9181%)
14. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,635,649,118 (4.9179%)
15. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,712,436,519 (4.9332%)
 Number of votes cast against all candidates:                            7,220,622,885
 % of the total number of cumulative votes:
                                                                            1.4414%
 Abstained (for all candidates):                                        24,829,565,346
 % of the total number of cumulative votes:
                                                                            4.9566%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC OGK-1 Holding.
The resolution was adopted.

For issue 7:
The Board of Directors of JSC OGK-2 Holding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
  1.
       Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of
       Professional Directors
  2.
       Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
       Directors
  3.
       Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
       Directors
  4.
       Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of
       the Rights of Investors
  5.
       Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
       INSTITUTE OF PROFESSIONAL DIRECTORS
  6.
       Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
       Department of the Corporate Center of RAO UES of Russia
  7.
       Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
  8.
       Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
       Shareholder Relations of the Corporate Center of RAO UES of Russia
  9.
       Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia
       (Business Unit No. 2)
 10.
       Oleg Valentinovich Dunin - Head of the Project Implementation Support Department of
       Business Unit No. 2 of RAO UES of Russia


                                                                                            69
 11.
      Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
  12.
      Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  13.
      Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  14.
      Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
      Reform Management Center of RAO UES of Russia
  15.
      Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of       646,753,550,520
 persons entitled to participate in the general meeting            cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
  Number of votes cast for each candidate:
1. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional
Directors: 25,030,571,686 (4.9967%)
2. Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
Directors: 24,802,403,844 (4.9512%)
3. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 24,900,352,049 (4.9707%)
4. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,324,783,596 (5.0554%)
5. Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
INSTITUTE OF PROFESSIONAL DIRECTORS: 24,796,870,418 (4.9500%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 24,990,007,840 (4.9886%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,076,157,619
(5.0058%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,675,539,009
(5.1255%)
9. Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia (Business
Unit No. 2): 24,985,771,039 (4.9878%)
10. Oleg Valentinovich Dunin - Head of the Project Implementation Support Department of
Business Unit No. 2 of RAO UES of Russia: 24,822,004,896 (4.9551%)
11. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,949,574,062 (4.9805%)
12. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,821,256,410 (4.9549%)
13. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,785,455,781 (4.9478%)
14. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,901,752,307 (4.9710%)
15. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,894,219,435 (4.9695%)
 Number of votes cast against all candidates:                            7,226,097,345
 % of the total number of cumulative votes:
                                                                            1.4425%

                                                                                            70
Abstained (for all candidates):                                           28,762,382,071
% of the total number of cumulative votes:
                                                                              5.7417%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC OGK-2 Holding.
The resolution was adopted.

For issue 8:
The Board of Directors of JSC OGK-3 Holding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
 1.
       Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
       PROFESSIONAL DIRECTORS
 2.
       Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of
       Professional Directors
       Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics,
 3.
       Accounting and Audit of the St. Petersburg State University; Assistant Professor of the
       Department of Civil Disciplines of the St. Petersburg Institute of External Economic
       Relations, Economy and Law (candidate to the RSPP register of independent directors)
 4.    Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors
 5.
       Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
       Directors
 6.
       Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
       Department of the Corporate Center of RAO UES of Russia
 7.
       Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8.
       Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
       Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
 9.    Management Board of RAO UES of Russia for the Energy Industry of the Far East and
       Eastern Siberia
 10.
       Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
       Department of the Corporate Center of RAO UES of Russia
 11.
       Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 12.
       Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
       Reform Management Center of RAO UES of Russia
 13.
       Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 14.
       Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO
       UES of Russia
 15.
       Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 16.
       Irina Aleksandrovna Ashkenazy – Head of the Gas Complex Economy and Development
       Office of the Gas Complex Directorate of MMC Norilsk Nickel
 17.   Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3
       Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent
 18.   Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
       Office of the Corporate Department of MMC Norilsk Nickel
 19.   Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3

                                                                                             71
 20.  Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3
 21.  Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3
      Svetlana Nikolayevna Kuznetsova – Main Specialist of the Subsidiaries and Dependent
  22. Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
  23. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros
  24. Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3
  25. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros
      Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent
  26. Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
      Tatyana Vasilyevna Potarina – Main Specialist of the Subsidiaries and Dependent
  27. Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
  28. Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3
      Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent
  29. Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
  30. Pavel Vyacheslavovich Shumov- Advisor to Executive Director of OAO OGK-3
 Number of votes held by the persons included in the list of           646,753,550,520
 persons entitled to participate in the general meeting                cumulative voting
 Number of votes held by the persons that participated in the            500,941,831,440
 general meeting for this issue on the general meeting agenda            cumulative voting
                                                                        quorum was reached
  Number of votes cast for each candidate:
1. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
PROFESSIONAL DIRECTORS: 24,287,652,113 (4.8484%)
2. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional
Directors: 22,829,118,474 (4.5572%)
3. Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, Accounting
and Audit of the St. Petersburg State University; Assistant Professor of the Department of Civil
Disciplines of the St. Petersburg Institute of External Economic Relations, Economy and Law
(candidate to the RSPP register of independent directors): 2,448,583,875 (0.4888%)
4. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors:
15,877,571,539 (3.1695%)
5. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
10,969,509,655 (2.1898%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 29,859,629,368 (5.9607%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 29,254,990,902
(5.8400%)
8. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
28,975,718,560 (5.7842%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
28,010,390,401 (5.5915%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 27,957,707,614 (5.5810%)


                                                                                              72
11. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 27,912,270,236 (5.5720%)
12. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 27,893,754,599 (5.5683%)
13. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 26,871,994,981 (5.3643%)
14. Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO UES
of Russia: 25,908,728,651 (5.1720%)
15. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 25,842,649,610 (5.1588%)
16. Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development
Office of the Gas Complex Directorate of MMC Norilsk Nickel: 2,333,238,565 (0.4658%)
17. Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3: 2,451,684,730
(0.4894%)
18. Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 2,312,895,190 (0.4617%)
19. Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3:
2,289,725,066 (0.4571%)
20. Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3:
2,366,376,003 (0.4724%)
21. Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3: 2,391,578,245 (0.4774%)
22. Svetlana Nikolayevna Kuznetsova - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 2,326,076,703 (0.4643%)
23. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros: 2,950,623,357
(0.5890%)
24. Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3: 2,266,427,167
(0.4524%)
25. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros: 2,258,220,193
(0.4508%)
26. Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 2,246,771,865 (0.4485%)
27. Tatyana Vasilyevna Potarina - Main Specialist of the Subsidiaries and Dependent Companies’
Operations Support Section of the Subsidiaries and Dependent Companies Office of the
Corporate Department of MMC Norilsk Nickel: 2,264,620,472 (0.4521%)
28. Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3: 2,260,965,133
(0.4513%)
29. Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 2,266,530,871 (0.4525%)
30. Pavel Vyacheslavovich Shumov- Advisor to Executive Director of OAO OGK-3:
2,267,576,348 (0.4527%)
 Number of votes cast against all candidates:                               7,217,035,875
 % of the total number of cumulative votes:
                                                                               1.4407%
 Abstained (for all candidates):                                           11,959,797,871
 % of the total number of cumulative votes:
                                                                               2.3875%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC OGK-3 Holding.

                                                                                           73
The resolution was adopted.

For issue 9:
The Board of Directors of JSC OGK-4 Holding composed of the following
members shall be elected:
 No.                                 Candidate’s Full Name and Position
      Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
   1. Employers in the Electric Power Industry (candidate to the RSPP register of independent
      directors)
   2.
      Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
      Directors
   3.
      Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
      independent directors)
   4.
      Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
      Directors
   5.
      Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection
      of the Rights of Investors
   6.
      Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
      Department of the Corporate Center of RAO UES of Russia
   7.
      Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
   8.
      Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia
      (Business Unit No. 2)
   9.
      Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia
      (Business Unit No. 2)
  10.
      Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of
      Business Unit No. 2 of RAO UES of Russia
  11.
      Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  12.
      Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO
      UES of Russia
  13.
      Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
  14.
      Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO
      UES of Russia
  15.
      Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of            646,753,550,520
 persons entitled to participate in the general meeting                 cumulative voting
 Number of votes held by the persons that participated in the         500,941,831,440
 general meeting for this issue on the general meeting agenda         cumulative voting
                                                                     quorum was reached
  Number of votes cast for each candidate:
1. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
Employers in the Electric Power Industry (candidate to the RSPP register of independent
directors): 25,029,638,505 (4.9965%)
2. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
Directors: 24,945,413,181 (4.9797%)
3. Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
independent directors): 24,744,211,828 (4.9395%)

                                                                                            74
4. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 25,387,874,724 (5.0680%)
5. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,093,317,522 (5.0092%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 24,783,573,865 (4.9474%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,032,189,948
(4.9970%)
8. Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business Unit
No. 2): 24,823,989,210 (4.9555%)
9. Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia (Business
Unit No. 2): 24,824,380,070 (4.9555%)
10. Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of Business
Unit No. 2 of RAO UES of Russia: 24,772,710,237 (4.9452%)
11. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,799,939,443 (4.9507%)
12. Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO UES
of Russia: 24,792,467,513 (4.9492%)
13. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia 24,778,267,354 (4.9463%)
14. Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO UES
of Russia 24,810,222,326 (4.9527%)
15. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,891,839,636 (4.9690%)
 Number of votes cast against all candidates:                             7,224,805,560
 % of the total number of cumulative votes:
                                                                             1.4422%
 Abstained (for all candidates):                                         28,798,714,636
 % of the total number of cumulative votes:
                                                                             5.7489%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC OGK-4 Holding.
The resolution was adopted.

For issue 10:
The Board of Directors of JSC OGK-6 Holding composed of the following
members shall be elected:
 No.                             Candidate’s Full Name and Position
  1.
       Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
       Directors
  2.
       Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
       Directors
  3.
       Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
       Directors
  4.
       Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations
       Department (candidate to the RSPP register of independent directors)
  5.
       Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
       Directors
  6.
       Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
       Department of the Corporate Center of RAO UES of Russia

                                                                                            75
  7.
      Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
   8.
      Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
      Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
   9. Management Board of RAO UES of Russia for the Energy Industry of the Far East and
      Eastern Siberia
  10.
      Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
  11.
      Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
  12.
      Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  13.
      Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
      Reform Management Center of RAO UES of Russia
  14.
      Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  15.
      Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
      Reform Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of          646,753,550,520
 persons entitled to participate in the general meeting              cumulative voting
 Number of votes held by the persons that participated in the           500,941,831,440
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
   Number of votes cast for each candidate:
1. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
Directors: 25,247,713,022 (5.0400%)
2. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
24,833,468,062 (4.9574%)
3. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 25,512,574,139 (5.0929%)
4. Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
(candidate to the RSPP register of independent directors): 24,859,248,709 (4.9625%)
5. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 24,943,705,242 (4.9794%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 24,949,929,637 (4.9806%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,364,768,730
(5.0634%)
8. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
25,128,523,691 (5.0163%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
25,004,611,541 (4.9915%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,931,955,086 (4.9770%)
11. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,931,097,556 (4.9768%)


                                                                                              76
12. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,891,286,899 (4.9689%)
13. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,939,563,079 (4.9785%)
14. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,892,418,446 (4.9691%)
15. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,880,541,803 (4.9668%)
 Number of votes cast against all candidates:                        7,228,782,390
 % of the total number of cumulative votes:
                                                                        1.4430%
 Abstained (for all candidates):                                    28,754,403,121
 % of the total number of cumulative votes:
                                                                        5.7401%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC OGK-6 Holding.
The resolution was adopted.

For issue 11:
The Board of Directors of JSC TGK-1 Holding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
  1    Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
       INSTITUTE OF PROFESSIONAL DIRECTORS
  2    Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
       Directors
  3    Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics,
       Accounting and Audit of the St. Petersburg State University; Assistant Professor of the
       Department of Civil Disciplines of the St. Petersburg Institute of External Economic
       Relations, Economy and Law (candidate to the RSPP register of independent directors)
  4    Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
  5    Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection
       of the Rights of Investors
  6    Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
       Department of the Corporate Center of RAO UES of Russia
  7    Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
  8    Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
  9    Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
       Management Board of RAO UES of Russia for the Energy Industry of the Far East and
       Eastern Siberia
 10    Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
       Department of the Corporate Center of RAO UES of Russia
 11    Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
       Reform Management Center of RAO UES of Russia
 12    Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 13    Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia

                                                                                             77
 14   Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  15  Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department
      of the Reform Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list o         646,753,550,520
 persons entitled to participate in the general meeting            cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
  Number of votes cast for each candidate:
1. Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
INSTITUTE OF PROFESSIONAL DIRECTORS: 25,234,357,507 (5.0374%)
2. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 24,853,926,128 (4.9614%)
3. Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, Accounting
and Audit of the St. Petersburg State University; Assistant Professor of the Department of Civil
Disciplines of the St. Petersburg Institute of External Economic Relations, Economy and Law
(candidate to the RSPP register of independent directors): 24,901,012,194 (4.9708%)
4 Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
24,852,978,377 (4.9613%)
5. Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,147,483,924 (5.0200%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 25,006,382,130 (4.9919%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,080,580,039
(5.0067%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,817,733,101
(5.1538%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
24,949,015,079 (4.9804%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,881,649,752 (4.9670%)
11. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
Reform Management Center of RAO UES of Russia: 25,001,793,644 (4.9910%)
12. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 25,039,882,238 (4.9986%)
13. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,854,678,010 (4.9616%)
14. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,822,757,272 (4.9552%)
15. Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department of
the Reform Management Center of RAO UES of Russia: 24,855,531,456 (4.9618%)
 Number of votes cast against all candidates:                              7,218,444,945
 % of the total number of cumulative votes:
                                                                             1.4410%
 Abstained (for all candidates):                                          28,763,582,791
 % of the total number of cumulative votes:
                                                                              5.7419%

                                                                                             78
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-1 Holding.
The resolution was adopted.

For issue 12:
The Board of Directors of JSC TGK-2 Holding composed of the following
members shall be elected:
 No.                                 Candidate’s Full Name and Position
 1    Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
      Directors
 2    Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
      Directors
 3    Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional
      Directors
 4    Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
      Employers in the Electric Power Industry (candidate to the RSPP register of independent
      directors)
 5    Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
      Directors
 6    Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
      Department of the Corporate Center of RAO UES of Russia
 7    Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8    Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance
      and Shareholder Relations of the Corporate Center of RAO UES of Russia
 9    Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
      Management Board of RAO UES of Russia for the Energy Industry of the Far East and
      Eastern Siberia
 10   Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
 11   Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
      Management Center of RAO UES of Russia
 12   Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
 13   Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 14   Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 15   Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of            646,753,550,520
 persons entitled to participate in the general meeting                 cumulative voting
 Number of votes held by the persons that participated in the           500,941,831,440
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
     Number of votes cast for each candidate:
1. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
24,991,792,650 (4.9890%)
2. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 24,837,633,492 (4.9582%)
                                                                                              79
3. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors:
25,084,713,052 (5.0075%)
4. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
Employers in the Electric Power Industry (candidate to the RSPP register of independent
directors): 24,947,656,282 (4.9802%)
5. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 24,927,225,651 (4.9761%)
6 Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 25,058,332,404 (5.0022%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,376,030,155
(5.0657%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,568,547,515
(5.1041%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
25,007,490,187 (4.9921%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,890,851,972 (4.9688%)
11. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,867,758,859 (4.9642%)
12. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 25,060,698,274 (5.0027%)
13. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,993,461,112 (4.9893%)
14. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,822,194,977 (4.9551%)
15. Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,862,523,402 (4.9632%)
 Number of votes cast against all candidates:                             7,228,819,230
 % of the total number of cumulative votes:
                                                                             1.4430%
 Abstained (for all candidates):                                         28,767,771,721
 % of the total number of cumulative votes:
                                                                             5.7427%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-2 Holding.
The resolution was adopted.

For issue 13:
The Board of Directors of JSC Mosenergo Holding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
  1    Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
       Employers in the Electric Power Industry (candidate to the RSPP register of independent
       directors)
  2    Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
       independent directors)
  3    Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection
       of the Rights of Investors

                                                                                             80
  4   Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional
      Directors
  5   Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
      PROFESSIONAL DIRECTORS
  6   Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
      Department of the Corporate Center of RAO UES of Russia
  7   Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
  8   Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance
      and Shareholder Relations of the Corporate Center of RAO UES of Russia
  9   Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
      Management Board of RAO UES of Russia for the Energy Industry of the Far East and
      Eastern Siberia
  10  Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
  11  Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
  12  Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department
      of the Reform Management Center of RAO UES of Russia
  13  Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
      Management Center of RAO UES of Russia
  14  Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
      Reform Management Center of RAO UES of Russia
  15  Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list o           646,753,550,520
 persons entitled to participate in the general meeting               cumulative voting
 Number of votes held by the persons that participated in the         500,941,831,440
 general meeting for this issue on the general meeting agenda         cumulative voting
                                                                     quorum was reached
  Number of votes cast for each candidate:
1. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
Employers in the Electric Power Industry (candidate to the RSPP register of independent
directors): 25,129,270,150 (5.0164%)
2. Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of
independent directors): 24,843,236,486 (4.9593%)
3. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,380,242,124 (5.0665%)
4. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors:
24,896,910,931 (4.9700%)
5. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
PROFESSIONAL DIRECTORS: 24,861,270,099 (4.9629%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 25,013,418,432 (4.9933%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,082,208,696
(5.0070%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,682,444,099
(5.1268%)


                                                                                            81
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
24,984,186,785 (4.9874%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,915,454,465 (4.9737%)
11. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,903,321,368 (4.9713%)
12. Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department of
the Reform Management Center of RAO UES of Russia: 24,956,860,321 (4.9820%)
13. Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,910,357,066 (4.9727%)
14. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,951,093,518 (4.9808%)
15. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,847,236,596 (4.9601%)
 Number of votes cast against all candidates:                             7,241,331,930
 % of the total number of cumulative votes:
                                                                             1.4455%
 Abstained (for all candidates):                                         28,747,159,132
 % of the total number of cumulative votes:
                                                                             5.7386%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Mosenergo Holding.
The resolution was adopted.

For issue 14:
The Board of Directors of JSC TGK-4 Holding composed of the following
members shall be elected:
 No.                             Candidate’s Full Name and Position
  1    Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
       Directors
  2    Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
       Employers in the Electric Power Industry (candidate to the RSPP register of independent
       directors)
  3    Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
       INSTITUTE OF PROFESSIONAL DIRECTORS
  4    Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
       Directors
  5    Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics,
       Accounting and Audit of the St. Petersburg State University; Assistant Professor of the
       Department of Civil Disciplines of the St. Petersburg Institute of External Economic
       Relations, Economy and Law (candidate to the RSPP register of independent directors)
  6    Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
       Department of the Corporate Center of RAO UES of Russia
  7    Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
  8    Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
  9    Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
       Management Board of RAO UES of Russia for the Energy Industry of the Far East and
       Eastern Siberia

                                                                                             82
  10  Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
  11  Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
      Management Center of RAO UES of Russia
  12  Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
  13  Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
  14  Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
      Reform Management Center of RAO UES of Russia
  15  Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list o         646,753,550,520
 persons entitled to participate in the general meeting            cumulative voting
 Number of votes held by the persons that participated in the           500,941,831,440
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
   Number of votes cast for each candidate:
1. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 25,013,160,465 (4.9932%)
2. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
Employers in the Electric Power Industry (candidate to the RSPP register of independent
directors): 25,055,062,557 (5.0016%)
3. Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
INSTITUTE OF PROFESSIONAL DIRECTORS: 25,041,766,677 (4.9989%)
4. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
24,846,301,626 (4.9599%)
5. Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, Accounting
and Audit of the St. Petersburg State University; Assistant Professor of the Department of Civil
Disciplines of the St. Petersburg Institute of External Economic Relations, Economy and Law
(candidate to the RSPP register of independent directors): 24,875,864,400 (4.9658%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 25,031,067,355 (4.9968%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,434,146,595
(5.0773%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,609,118,515
(5.1122%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
24,900,225,805 (4.9707%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,890,025,526 (4.9686%)
11. Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,864,858,193 (4.9636%)
12. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,945,393,571 (4.9797%)
13. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,892,033,750 (4.9690%)


                                                                                              83
14. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,949,501,525 (4.9805%)
15. Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,953,631,565 (4.9813%)
 Number of votes cast against all candidates:                        7,232,742,068
 % of the total number of cumulative votes:
                                                                        1.4438%
 Abstained (for all candidates):                                    28,773,073,306
 % of the total number of cumulative votes:
                                                                        5.7438%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-4 Holding.
The resolution was adopted.

For issue 15:
The Board of Directors of JSC TGK-6 Holding composed of the following
members shall be elected:
 No.                                Candidate’s Full Name and Position
  1  Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
 2   Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
     Directors
 3   Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
     Group
 4   Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional
     Directors
 5   Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection
     of the Rights of Investors
 6   Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
     Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 7   Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
     Department of the Corporate Center of RAO UES of Russia
 8   Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing
     Director of RAO UES of Russia (Business Unit No. 2)
 9   Vladimir Mikhailovich Tarasov - Head of the Department of Investment and
     Technological Policy of RAO UES of Russia (Business Unit No. 2)
 10  Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial
     Control Department of Business Unit No. 2 of RAO UES of Russia
 11  Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
     Management Center of RAO UES of Russia
 12  Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
     Management Center of RAO UES of Russia
 13  Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
     Reform Management Center of RAO UES of Russia
 14  Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
     Management Center of RAO UES of Russia
 15  Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
     Management Center of RAO UES of Russia
Number of votes held by the persons included in the list of            646,753,550,520
persons entitled to participate in the general meeting                 cumulative voting
Number of votes held by the persons that participated in the         500,941,831,440

                                                                                          84
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
     Number of votes cast for each candidate:
1. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
24,980,284,918 (4.9867%)
2. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
24,824,603,590 (4.9556%)
3. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
24,870,529,592 (4.9648%)
4. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors:
24,897,255,623 (4.9701%)
5. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,307,869,685 (5.0521%)
6. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,789,392,717
(5.1482%)
7. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department of
the Corporate Center of RAO UES of Russia: 24,941,813,101 (4.9790%)
8. Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing Director of
RAO UES of Russia (Business Unit No. 2): 25,228,350,254 (5.0362%)
9. Vladimir Mikhailovich Tarasov - Head of the Department of Investment and Technological
Policy of RAO UES of Russia (Business Unit No. 2): 24,889,125,753 (4.9685%)
10. Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control
Department of Business Unit No. 2 of RAO UES of Russia: 24,833,852,954 (4.9574%)
11. Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
Management Center of RAO UES of Russia: 25,077,684,853 (5.0061%)
12. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,885,172,116 (4.9677%)
13. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 25,036,453,550 (4.9979%)
14. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,850,872,839 (4.9608%)
15. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,900,033,839 (4.9706%)
 Number of votes cast against all candidates:                               7,220,996,906
 % of the total number of cumulative votes:
                                                                               1.4415%
 Abstained (for all candidates):                                           28,752,054,226
 % of the total number of cumulative votes:
                                                                               5.7396%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-6 Holding.
The resolution was adopted.

For issue 16:
The Board of Directors of JSC Voljskaya TGK Holding composed of the
following members shall be elected:
 No.                            Candidate’s Full Name and Position
 1      Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors



                                                                                              85
 2    Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
      (candidate to the RSPP register of independent directors)
 3    Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
      PROFESSIONAL DIRECTORS
 4    Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of
      the Rights of Investors
 5    Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
      Directors
 6    Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
 7    Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8    Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business
      Unit No. 2)
 9    Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing
      Director of RAO UES of Russia (Business Unit No. 2)
 10   Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control
      Department of Business Unit No. 2 of RAO UES of Russia
 11   Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
      Reform Management Center of RAO UES of Russia
 12   Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
      Reform Management Center of RAO UES of Russia
 13   Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects
      of the Reform Management Center of RAO UES of Russia
 14   Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 15   Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of           646,753,550,520
 persons entitled to participate in the general meeting               cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
     Number of votes cast for each candidate:
1. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors:
25,011,590,500 (4.9929%)
2. Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
(candidate to the RSPP register of independent directors): 24,843,865,991 (4.9594%)
3. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
PROFESSIONAL DIRECTORS: 24,886,869,097 (4.9680%)
4. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,520,375,346 (5.0945%)
5. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 24,940,757,417 (4.9788%)
6. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department of
the Corporate Center of RAO UES of Russia: 24,866,605,775 (4.9640%)
7. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
25,057,450,030 (5.0021%)
8. Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business Unit
No. 2): 24,992,875,988 (4.9892%)

                                                                                            86
9. Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing Director of
RAO UES of Russia (Business Unit No. 2): 25,125,040,366 (5.0156%)
10. Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control
Department of Business Unit No. 2 of RAO UES of Russia: 24,834,987,752 (4.9577%)
11. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,947,740,889 (4.9802%)
12. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,911,253,670 (4.9729%)
13. Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects of
the Reform Management Center of RAO UES of Russia: 25,577,641,469 (5.1059%)
14. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,897,508,590 (4.9701%)
15. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,918,382,943 (4.9743%)
 Number of votes cast against all candidates:                           7,225,738,275
 % of the total number of cumulative votes:
                                                                           1.4424%
 Abstained (for all candidates):                                       28,744,282,696
 % of the total number of cumulative votes:
                                                                           5.7380%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Voljskaya TGK Holding.
The resolution was adopted.

For issue 17:
The Board of Directors of JSC UGK TGK-8 Holding composed of the
following members shall be elected:
 No.                              Candidate’s Full Name and Position
 1     Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional
       Directors
 2     Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
       Directors
 3     Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
       Directors
 4     Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
 5     Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection
       of the Rights of Investors
 6     Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
 7     Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8     Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
 9     Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
       Management Board of RAO UES of Russia for the Energy Industry of the Far East and
       Eastern Siberia
 10    Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
       Department of the Corporate Center of RAO UES of Russia
 11    Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
       Reform Management Center of RAO UES of Russia


                                                                                                87
 12   Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO
      UES of Russia
 13   Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform
      Projects of the Reform Management Center of RAO UES of Russia
 14   Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 15   Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of          646,753,550,520
 persons entitled to participate in the general meeting              cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
      Number of votes cast for each candidate:
1. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors:
24,988,042,129 (4.9882%)
2. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
Directors: 25,082,391,723 (5.0070%)
3. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors 24,985,944,746 (4.9878%)
4. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
24,834,430,754 (4.9575%)
5. Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,152,106,336 (5.0210%)
6. Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia 25,086,326,106 (5.0078%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,241,075,172
(5.0387%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,540,241,274
(5.0984%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
24,936,331,547 (4.9779%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,928,512,359 (4.9763%)
11. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,932,931,548 (4.9772%)
12. Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO UES
of Russia: 24,846,098,481 (4.9599%)
13. Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects of
the Reform Management Center of RAO UES of Russia: 25,096,201,984 (5.0098%)
14. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,877,349,958 (4.9661%)
15. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,858,762,878 (4.9624%)
 Number of votes cast against all candidates:                              7,229,754,180
 % of the total number of cumulative votes:
                                                                              1.4432%
 Abstained (for all candidates):                                          28,731,937,828

                                                                                             88
 % of the total number of cumulative votes:
                                                                              5.7356%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC UGK TGK-8 Holding.
The resolution was adopted.

For issue 18:
The Board of Directors of JSC TGK-9 Holding composed of the following
members shall be elected:
 No.                                 Candidate’s Full Name and Position
 1    Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of
      Professional Directors
 2    Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
 3    Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of
      the Rights of Investors
 4    Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
      INSTITUTE OF PROFESSIONAL DIRECTORS
 5    Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of
      the Rights of Investors
 6    Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
      Department of the Corporate Center of RAO UES of Russia
 7    Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8    Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
      Shareholder Relations of the Corporate Center of RAO UES of Russia
 9    Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
      Management Board of RAO UES of Russia for the Energy Industry of the Far East and
      Eastern Siberia
 10   Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
 11   Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 12   Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
      Reform Management Center of RAO UES of Russia
 13   Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
      Management Center of RAO UES of Russia
 14   Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
 15   Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of            646,753,550,520
 persons entitled to participate in the general meeting                 cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
     Number of votes cast for each candidate:
1. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional
Directors: 25,013,071,416 (4.9932%)
2. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
24,867,809,630 (4.9642%)
                                                                                            89
3. Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,009,877,772 (4.9926%)
4. Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
INSTITUTE OF PROFESSIONAL DIRECTORS: 24,838,176,989 (4.9583%)
5. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,414,023,147 (5.0732%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 25,004,263,269 (4.9915%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,121,467,387
(5.0148%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,585,926,543
(5.1076%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
24,926,887,729 (4.9760%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,897,511,823 (4.9701%)
11. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,935,329,767 (4.9777%)
12. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,911,093,285 (4.9729%)
13. Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,853,037,390 (4.9613%)
14. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 25,084,971,544 (5.0076%)
15. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,862,011,632 (4.9631%)
 Number of votes cast against all candidates:                              7,229,254,695
 % of the total number of cumulative votes:
                                                                              1.4431%
 Abstained (for all candidates):                                          28,737,762,871
 % of the total number of cumulative votes:
                                                                              5.7367%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-9 Holding.
The resolution was adopted.

For issue 19:
The Board of Directors of JSC TGK-10 Holding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
 1     Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
 2     Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of
       the Rights of Investors
 3     Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
       (candidate to the RSPP register of independent directors)
 4     Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
       Group


                                                                                             90
 5    Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics,
      Accounting and Audit of the St. Petersburg State University; Assistant Professor of the
      Department of Civil Disciplines of the St. Petersburg Institute of External Economic
      Relations, Economy and Law (candidate to the RSPP register of independent directors)
 6    Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
      Department of the Corporate Center of RAO UES of Russia
 7    Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8    Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
 9    Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia
      (Business Unit No. 2)
 10   Mikhail Sergeyevich Molchanov - Deputy Head of the Project Implementation Support
      Department of Business Unit No. 2 of RAO UES of Russia
 11   Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 12   Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO
      UES of Russia
 13   Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO
      UES of Russia
 14   Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 15   Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
      Reform Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of           646,753,550,520
 persons entitled to participate in the general meeting                cumulative voting
 Number of votes held by the persons that participated in the           500,941,831,440
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
     Number of votes cast for each candidate:
1. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
25,009,714,504 (4.9925%)
2. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,354,588,696 (5.0614%)
3. Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
(candidate to the RSPP register of independent directors): 24,840,007,992 (4.9587%)
4. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
24,859,374,833 (4.9625%)
5. Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, Accounting
and Audit of the St. Petersburg State University; Assistant Professor of the Department of Civil
Disciplines of the St. Petersburg Institute of External Economic Relations, Economy and Law
(candidate to the RSPP register of independent directors): 24,857,952,202 (4.9622%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 25,007,868,799 (4.9922%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,887,398,544
(5.1677%)
8. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department of
the Corporate Center of RAO UES of Russia 25 058 774 301 (5.0023%)
9. Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia (Business
Unit No. 2): 24,878,728,682 (4.9664%)

                                                                                             91
10. Mikhail Sergeyevich Molchanov - Deputy Head of the Project Implementation Support
Department of Business Unit No. 2 of RAO UES of Russia: 24,915,875,066 (4.9738%)
11. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,823,739,363 (4.9554%)
12. Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO UES
of Russia: 24,975,335,578 (4.9857%)
13. Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO UES
of Russia: 24,964,389,161 (4.9835%)
14. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,899,680,550 (4.9706%)
15. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,925,443,804 (4.9757%)
 Number of votes cast against all candidates:                             7,224,542,325
 % of the total number of cumulative votes:
                                                                             1.4422%
 Abstained (for all candidates):                                         28,759,518,991
 % of the total number of cumulative votes:
                                                                             5.7411%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-10 Holding.
The resolution was adopted.

For issue 20:
The Board of Directors of JSC TGK-11 Holding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
 1     Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
       Directors
 2     Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors
 3     Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
       (candidate to the RSPP register of independent directors)
 4     Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
       Group
 5     Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
       Directors
 6     Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
       Department of the Corporate Center of RAO UES of Russia
 7     Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8     Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 9     Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of
       Business Unit No. 2 of RAO UES of Russia
 10    Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance
       Department of Business Unit No. 2 of RAO UES of Russia
 11    Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO
       UES of Russia
 12    Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO
       UES of Russia
 13    Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
       Management Center of RAO UES of Russia
                                                                                             92
 14   Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
 15   Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of     646,753,550,520
 persons entitled to participate in the general meeting          cumulative voting
 Number of votes held by the persons that participated in the         500,941,831,440
 general meeting for this issue on the general meeting agenda         cumulative voting
                                                                     quorum was reached
      Number of votes cast for each candidate:
1. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 24,975,732,575 (4.9858%)
2. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors:
24,854,136,235 (4.9615%)
3. Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
(candidate to the RSPP register of independent directors): 24,826,680,277 (4.9560%)
4. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
24,806,229,062 (4.9519%)
5. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional
Directors: 25,064,576,610 (5.0035%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 24,826,815,506 (4.9560%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,967,178,270
(5.1837%)
8. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
25,152,509,949 (5.0210%)
9. Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of Business
Unit No. 2 of RAO UES of Russia: 25,043,726,520 (4.9993%)
10. Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance Department
of Business Unit No. 2 of RAO UES of Russia: 24,879,363,113 (4.9665%)
11. Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO UES
of Russia: 24,919,467,001 (4.9745%)
12. Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO UES
of Russia: 24,934,873,723 (4.9776%)
13. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,823,182,675 (4.9553%)
14. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,818,093,226 (4.9543%)
15. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,907,233,832 (4.9721%)
 Number of votes cast against all candidates:                                 7,213,045,950
 % of the total number of cumulative votes:
                                                                                 1.4399%
 Abstained (for all candidates):                                             28,783,091,716
 % of the total number of cumulative votes:
                                                                                 5.7458%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-11 Holding.
The resolution was adopted.
                                                                                          93
For issue 21:
The Board of Directors of JSC Kuzbassenergo Holding composed of the
following members shall be elected:
 No.                                 Candidate’s Full Name and Position
 1    Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
 2    Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors
 3    Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
      Directors
 4    Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
      INSTITUTE OF PROFESSIONAL DIRECTORS
 5    Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of
      the Rights of Investors
 6    Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance
      and Shareholder Relations of the Corporate Center of RAO UES of Russia
 7    Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8    Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia
      (Business Unit No. 2)
 9    Oleg Valentinovich Dunin - Head of the Project Implementation Support Department of
      Business Unit No. 2 of RAO UES of Russia
 10   Yelena Vladimirovna Yevseyenkova - Deputy Head of the Economic Planning and
      Financial Control Department RAO UES of Russia (Business Unit No. 2)
 11   Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
 12   Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
      Management Center of RAO UES of Russia
 13   Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 14   Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN
 15   Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
      Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of            646,753,550,520
 persons entitled to participate in the general meeting                 cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
     Number of votes cast for each candidate:
1. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
24,993,670,494 (4.9893%)
2. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors:
24,873,215,368 (4.9653%)
3. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 24,967,919,960 (4.9842%)
4. Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation
INSTITUTE OF PROFESSIONAL DIRECTORS: 24,832,610,851 (4.9572%)
5. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 25,501,557,489 (5.0907%)



                                                                                            94
6. Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,058,698,037
(5.0023%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 26,019,496,493
(5.1941%)
8. Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia (Business
Unit No. 2): 24,904,468,305 (4.9715%)
9. Oleg Valentinovich Dunin - Head of the Project Implementation Support Department of
Business Unit No. 2 of RAO UES of Russia: 24,926,336,379 (4.9759%)
10. Yelena Vladimirovna Yevseyenkova - Deputy Head of the Economic Planning and Financial
Control Department RAO UES of Russia (Business Unit No. 2): 24,886,851,678 (4.9680%)
11. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,863,324,992 (4.9633%)
12. Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,918,271,463 (4.9743%)
13. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,909,448,535 (4.9725%)
14. Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN: 24,819,729,597
(4.9546%)
15. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
Management Center of RAO UES of Russia: 24,859,096,310 (4.9625%)
 Number of votes cast against all candidates:                           7,222,195,875
 % of the total number of cumulative votes:
                                                                           1.4417%
 Abstained (for all candidates):                                       28,780,214,968
 % of the total number of cumulative votes:
                                                                           5.7452%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Kuzbassenergo Holding.
The resolution was adopted.

For issue 22:
The Board of Directors of JSC Enisei TGK Holding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
 1     Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
 2     Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors
 3     Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
       Directors
 4     Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
       Directors
 5     Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
       Employers in the Electric Power Industry (candidate to the RSPP register of independent
       directors)
 6     Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
 7     Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8     Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
       Shareholder Relations of the Corporate Center of RAO UES of Russia
                                                                                             95
 9    Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
      Management Board of RAO UES of Russia for the Energy Industry of the Far East and
      Eastern Siberia
 10   Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning
      Department of the Corporate Center of RAO UES of Russia
 11   Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department
      of the Reform Management Center of RAO UES of Russia
 12   Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
      Management Center of RAO UES of Russia
 13   Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 14   Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
      Reform Management Center of RAO UES of Russia
 15   Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
      Reform Management Center of RAO UES of Russia
 Number of votes held by the persons included in the list of       646,753,550,520
 persons entitled to participate in the general meeting            cumulative voting
 Number of votes held by the persons that participated in the            500,941,831,440
 general meeting for this issue on the general meeting agenda            cumulative voting
                                                                        quorum was reached
     Number of votes cast for each candidate:
1. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
24,985,832,991 (4.9878%)
2. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors:
25,084,453,063 (5.0075%)
3. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
24,842,555,213 (4.9592%)
4. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 24,943,528,845 (4.9793%)
5. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
Employers in the Electric Power Industry (candidate to the RSPP register of independent
directors): 24,930,716,513 (4.9768%)
6. Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,040,002,333
(4.9986%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,924,004,170
(5.1751%)
8. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 25,029,052,436
(4.9964%)
9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
25,017,180,687 (4.9940%)
10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department
of the Corporate Center of RAO UES of Russia: 24,909,703,386 (4.9726%)
11. Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department of
the Reform Management Center of RAO UES of Russia: 24,862,373,893 (4.9631%)
12. Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform
Management Center of RAO UES of Russia: 25,162,880,806 (5.0231%)


                                                                                              96
13. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,855,748,527 (4.9618%)
14. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 24,858,742,085 (4.9624%)
15. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 24,948,151,220 (4.9802%)
 Number of votes cast against all candidates:                             7,222,084,230
 % of the total number of cumulative votes:
                                                                             1.4417%
 Abstained (for all candidates):                                         28,768,199,998
 % of the total number of cumulative votes:
                                                                             5.7428%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Enisei TGK Holding.
The resolution was adopted.

For issue 23:
The Board of Directors of JSC TGK-14 Holding composed of the following
members shall be elected:
 No.                             Candidate’s Full Name and Position
 1     Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
       Employers in the Electric Power Industry (candidate to the RSPP register of independent
       directors)
 2     Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
       Directors
 3     Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors
 4     Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
       Group
 5     Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors
 6     Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
       Department of the Corporate Center of RAO UES of Russia
 7     Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8     Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 9     Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business
       Unit No. 2)
 10    Larisa Valentinovna Blagoveshchenskaya - Head of Section of the Economic Planning and
       Financial Control Department of Business Unit No. 2 of RAO UES of Russia
 11    Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the
       Reform Management Center of RAO UES of Russia
 12    Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 13    Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 14    Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
       Reform Management Center of RAO UES of Russia
 15    Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
       Management Center of RAO UES of Russia



                                                                                             97
 16   Irina Aleksandrovna Ashkenazy – Head of the Gas Complex Economy and Development
      Office of the Gas Complex Directorate of MMC Norilsk Nickel
 17   Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent
      Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
 18   Svetlana Nikolayevna Kuznetsova – Main Specialist of the Subsidiaries and Dependent
      Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
 19   Tatyana Vasilyevna Potarina – Main Specialist of the Subsidiaries and Dependent
      Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
 20   Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent
      Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
 21   Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent
      Companies’ Operations Support Section of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
 Number of votes held by the persons included in the list of        646,753,550,520
 persons entitled to participate in the general meeting             cumulative voting
 Number of votes held by the persons that participated in the         500,941,831,440
 general meeting for this issue on the general meeting agenda         cumulative voting
                                                                     quorum was reached
      Number of votes cast for each candidate:
1. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
Employers in the Electric Power Industry (candidate to the RSPP register of independent
directors): 17,430,020,373 (3.4794%)
2. Maxim Aleksandrovich Yeremeyev -Advisor to the Foundation Institute of Professional
Directors: 16,393,632,794 (3.2726%)
3. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors:
14,187,693,124 (2.8322%)
4. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
7,916,233,359 (1.5803%)
5. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors:
12,141,876,227 (2.4238%)
6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation
Department of the Corporate Center of RAO UES of Russia: 34,106,338,729 (6.8084%)
7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 32,718,704,494
(6.5314%)
8. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
31,453,132,349 (6.2788%)
9. Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business Unit
No. 2): 30,329,449,976 (6.0545%)
10. Larisa Valentinovna Blagoveshchenskaya - Head of Section of the Economic Planning and
Financial Control Department of Business Unit No. 2 of RAO UES of Russia: 29,185,515,925
(5.8261%)
11. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 29,137,004,744 (5.8164%)
12. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 27,262,184,076 (5.4422%)

                                                                                          98
13. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 26,199,907,072 (5.2301%)
14. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 26,128,993,114 (5.2160%)
15. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
Management Center of RAO UES of Russia: 25,208,659,485 (5.0323%)
16. Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development
Office of the Gas Complex Directorate of MMC Norilsk Nickel: 4,986,256,771 (0.9954%)
17. Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 4,935,281,178 (0.9852%)
18. Svetlana Nikolayevna Kuznetsova - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 4,938,995,435 (0.9859%)
19. Tatyana Vasilyevna Potarina - Main Specialist of the Subsidiaries and Dependent Companies’
Operations Support Section of the Subsidiaries and Dependent Companies Office of the
Corporate Department of MMC Norilsk Nickel: 5,607,594,830 (1.1194%)
20. Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 4,916,597,681 (0.9815%)
21. Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent
Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of
the Corporate Department of MMC Norilsk Nickel: 4,934,660,405 (0.9851%)
 Number of votes cast against all candidates:                                7,224,752,272
 % of the total number of cumulative votes:
                                                                                1.4422%
 Abstained (for all candidates):                                            12,048,079,716
 % of the total number of cumulative votes:
                                                                                2.4051%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC TGK-14 Holding.
The resolution was adopted.

For issue 24:
The Board of Directors of JSC Inter RAO UES Holding composed of the
following members shall be elected:
 No.                               Candidate’s Full Name and Position
 1     Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of
       Russia
 2     Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation
 3     Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of
       the Russian Federation
 4     Maxim Genrikhovich Balashov – Deputy Director of Department of the Ministry of
       Industry and Energy of the Russian Federation
 5     German Oskarovich Gref - Minister for Economic Development and Trade of the Russian
       Federation
 6     Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the
       Russian Federation
 7     Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of
       State Property of the Russian Federation


                                                                                            99
 8    Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration
      of State Property of the Russian Federation
 9    Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal
      Energy Agency of the Russian Federation
 10   Vyacheslav Mikhailovich Kravchenko – Director of Department of the Ministry of
      Industry and Energy of the Russian Federation
 11   Boris Ilyich Ayuyev - Member of the Management Board of RAO UES of Russia
 12   Yevgeny Vyacheslavovich Dod - Director General of JSC «RAO UES
      INTERNATIONAL»
 13   Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of
      Russia, Managing Director of the Business Unit NETWORKS
 14   Sergey Vladilenovich Kiriyenko - Head of the Federal Atomic Energy Agency
 15   Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic
      Development and Trade of the Russian Federation
 16   Yevgeny Yuryevich Abramov – Head of the Energy Complex Directorate of MMC
      Norilsk Nickel
 17   Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros
 18   Larisa Borisovna Melnik - Manager for Investments of ZAO Interros
 19   Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank
 20   Andrey Vladimirovich Sharonov - Managing Director, Chairman of the Board of Directors
      of Investment Company Troika Dialog
 Number of votes held by the persons included in the list of          646,753,550,520
 persons entitled to participate in the general meeting              cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
     Number of votes cast for each candidate:
1. Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of Russia:
33,431,135,322 (6.6737%)
2. Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation:
32,252,022,452 (6.4383%)
3. Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of the
Russian Federation: 31,136,270,129 (6.2155%)
4. Maxim Genrikhovich Balashov - Deputy Director of Department of the Ministry of Industry
and Energy of the Russian Federation: 15,163,855,431 (3.0271%)
5. German Oskarovich Gref - Minister for Economic Development and Trade of the Russian
Federation: 29,421,339,788 (5.8732%)
6. Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the Russian
Federation: 30,755,949,669 (6.1396%)
7. Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of State
Property of the Russian Federation: 30,627,407,772 (6.1140%)
8. Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration of
State Property of the Russian Federation: 12,713,535,606 (2.5379%)
9. Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal Energy
Agency of the Russian Federation: 11,945,539,974 (2.3846%)
10. Vyacheslav Mikhailovich Kravchenko - Director of Department of the Ministry of Industry
and Energy of the Russian Federation: 28,722,728,466 (5.7337%)
11. Boris Ilyich Ayuyev - Member of the Management Board of RAO UES of Russia:
19,464,034,009 (3.8855%)
12. Yevgeny Vyacheslavovich Dod - Director General of JSC «RAO UES INTERNATIONAL»:
30,265,909,808 (6.0418%)

                                                                                           100
13. Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of Russia,
Managing Director of the Business Unit NETWORKS: 18,738,161,523 (3.7406%)
14. Sergey Vladilenovich Kiriyenko - Head of the Federal Atomic Energy Agency:
29,872,120,020 (5.9632%)
15. Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic
Development and Trade of the Russian Federation: 28,689,816,039 (5.7272%)
16. Yevgeny Yuryevich Abramov - Head of the Energy Complex Directorate of MMC Norilsk
Nickel: 4,044,522,942 (0.8074%)
17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros: 4,038,400,899
(0.8062%)
18. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros: 4,067,308,464
(0.8119%)
19. Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank:
4,029,384,196 (0.8044%)
20. Andrey Vladimirovich Sharonov - Managing Director, Chairman of the Board of Directors of
Investment Company Troika Dialog: 4,918,512,825 (0.9819%)
 Number of votes cast against all candidates:                            7,229,760,852
 % of the total number of cumulative votes:
                                                                            1.4432%
 Abstained (for all candidates):                                         5,950,266,036
 % of the total number of cumulative votes:
                                                                            1.1878%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Inter RAO UES Holding.
The resolution was adopted.

For issue 25:
The Board of Directors of JSC Holding MRSK composed of the following
members shall be elected:
 No.                               Candidate’s Full Name and Position
 1     Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of
       Russia
 2     Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation
 3     Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade
       of the Russian Federation
 4     Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of
       Department of the Ministry for Economic Development and Trade of the Russian
       Federation
 5     German Oskarovich Gref - Minister for Economic Development and Trade of the Russian
       Federation
 6     Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the
       Russian Federation
 7     Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of
       State Property of the Russian Federation
 8     Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration
       of State Property of the Russian Federation
 9     Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal
       Energy Agency of the Russian Federation
 10    Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES
       of Russia, Head of the Corporate Center


                                                                                           101
 11   Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of
      Russia, Managing Director of the Business Unit NETWORKS
 12   Aleksander Ivanovich Kazakov - Director General of OAO MUEK
 13   Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic
      Development and Trade of the Russian Federation
 14   Vyacheslav Mikhailovich Kravchenko – Director of Department of the Ministry of
      Industry and Energy of the Russian Federation
 15   Maxim Genrikhovich Balashov – Deputy Director of Department of the Ministry of
      Industry and Energy of the Russian Federation
 16   Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank
 17   Yury Arkadyevich Udaltsov - Member of the Management Board of RAO UES of Russia
 18   Seppo Juha Remes - Senior Advisor to the Finnish National Fund for Research and
      Development (Sitra) under the supervision of the Finnish Parliament
 19   Larisa Borisovna Melnik - Manager for Investments of ZAO Interros
 20   Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros
 21   Yevgeny Yuryevich Abramov – Head of the Energy Complex Directorate of MMC
      Norilsk Nickel
 Number of votes held by the persons included in the list of            646,753,550,520
 persons entitled to participate in the general meeting                cumulative voting
 Number of votes held by the persons that participated in the          500,941,831,440
 general meeting for this issue on the general meeting agenda          cumulative voting
                                                                      quorum was reached
      Number of votes cast for each candidate:
1. Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of Russia:
46,324,710,584 (9.2475%)
2. Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation:
37,261,532,820 (7.4383%)
3. Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of the
Russian Federation: 33,088,236,967 (6.6052%)
4. Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of
Department of the Ministry for Economic Development and Trade of the Russian Federation:
15,146,062,328 (3.0235%)
5. German Oskarovich Gref - Minister for Economic Development and Trade of the Russian
Federation: 1,264,270,155 (0.2524%)
6. Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the Russian
Federation: 30,222,727,288 (6.0332%)
7. Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of State
Property of the Russian Federation: 26,103,042,212 (5.2108%)
8. Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration of
State Property of the Russian Federation: 22,165,248,431 (4.4247%)
9. Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal Energy
Agency of the Russian Federation: 41,162,257,438 (8.2170%)
10. Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES of
Russia, Head of the Corporate Center: 74,904,321,921 (14.9527%)
11. Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of Russia,
Managing Director of the Business Unit NETWORKS: 18,436,441,308 (3.6804%)
12. Aleksander Ivanovich Kazakov - Director General of OAO MUEK: 25,853,450,932
(5.1610%)
13. Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic
Development and Trade of the Russian Federation: 42,148,501,078 (8.4139%)


                                                                                           102
14. Vyacheslav Mikhailovich Kravchenko - Director of Department of the Ministry of Industry
and Energy of the Russian Federation: 24,146,138,243 (4.8201%)
15. Maxim Genrikhovich Balashov - Deputy Director of Department of the Ministry of Industry
and Energy of the Russian Federation: 1,072,860,115 (0.2142%)
16. Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank:
4,263,728,072 (0.8511%)
17. Yury Arkadyevich Udaltsov - member of the Management Board of RAO UES of Russia:
3,776,594,254 (0.7539%)
18. Seppo Juha Remes - Senior Advisor to the Finnish National Fund for Research and
Development (Sitra) under the supervision of the Finnish Parliament: 14,833,521,631 (2.9611%)
19. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros: 3,696,067,586
(0.7378%)
20. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros: 3,671,846,307
(0.7330%)
21. Yevgeny Yuryevich Abramov - Head of the Energy Complex Directorate of MMC Norilsk
Nickel: 3,673,734,871 (0.7334%)
 Number of votes cast against all candidates:                                7,217,174,487
 % of the total number of cumulative votes:
                                                                                1.4407%
 Abstained (for all candidates):                                             5,467,810,251
 % of the total number of cumulative votes:
                                                                                1.0915%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Holding MRSK.
The resolution was adopted.

For issue 26:
The Board of Directors of JSC RAO Energy System of East composed of the
following members shall be elected:
 No
                                 Candidate’s Full Name and Position
   .
 1   Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of
     Russia
 2   Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation
 3   Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of
     the Russian Federation
 4   Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the
     Management Board of RAO UES of Russia for the Energy Industry of the Far East and
     Eastern Siberia
 5   German Oskarovich Gref - Minister for Economic Development and Trade of the Russian
     Federation
 6   Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the
     Russian Federation
 7   Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of
     State Property of the Russian Federation
 8   Ivan Valentinovich Blagodyr - Director General of OAO OGK-3
 9   Vyacheslav Mikhailovich Kravchenko – Director of Department of the Ministry of
     Industry and Energy of the Russian Federation
 10 Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of
     Department of the Ministry for Economic Development and Trade of the Russian
     Federation
                                                                                         103
 11   Boris Ilyich Ayuyev - Member of the Management Board of RAO UES of Russia
 12   Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES
      of Russia, Head of the Corporate Center
 13 Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of
      Russia, Managing Director of the Business Unit NETWORKS
 14 Oleg Dmitriyevich Antosenko - Deputy Authorised Representative of the President of the
      Russian Federation in the Far East Federal District
 15 Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic
      Development and Trade of the Russian Federation
 16 Yevgeny Yuryevich Abramov – Head of the Energy Complex Directorate of MMC
      Norilsk Nickel
 17 Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank
 Number of votes held by the persons included in the list of       646,753,550,520
 persons entitled to participate in the general meeting            cumulative voting
 Number of votes held by the persons that participated in the         500,941,831,440
 general meeting for this issue on the general meeting agenda         cumulative voting
                                                                     quorum was reached
  Number of votes cast for each candidate:
1. Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of Russia:
37,793,904,638 (7.5446%)
2. Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation:
35,456,180,764 (7.0779%)
3. Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of the
Russian Federation: 30,547,210,025 (6.0980%)
4. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management
Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia:
35,332,092,131 (7.0531%)
5. German Oskarovich Gref - Minister for Economic Development and Trade of the Russian
Federation: 1,637,370,956 (0.3269%)
6. Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the Russian
Federation: 34,679,573,942 (6.9229%)
7. Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of State
Property of the Russian Federation: 33,916,217,285 (6.7705%)
8. Ivan Valentinovich Blagodyr - Director General of OAO OGK-3: 33,879,669,228 (6.7632%)
9. Vyacheslav Mikhailovich Kravchenko - Director of Department of the Ministry of Industry and
Energy of the Russian Federation: 11,907,603,789 (2.3770%)
10. Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of
Department of the Ministry for Economic Development and Trade of the Russian Federation:
11,416,803,420 (2.2791%)
11. Boris Ilyich Ayuyev - member of the Management Board of RAO UES of Russia:
32,883,748,347 (6.5644%)
12. Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES of
Russia, Head of the Corporate Center: 83,642,539,562 (16.6971%)
13. Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of Russia,
Managing Director of the Business Unit NETWORKS: 18,098,911,192 (3.6130%)
14. Oleg Dmitriyevich Antosenko - Deputy Authorised Representative of the President of the
Russian Federation in the Far East Federal District: 31,460,282,191 (6.2802%)
15. Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic
Development and Trade of the Russian Federation: 29,385,569,569 (5.8661%)
16. Yevgeny Yuryevich Abramov - Head of the Energy Complex Directorate of MMC Norilsk
Nickel: 5,368,008,036 (1.0716%)

                                                                                          104
17. Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank:
4,647,451,949 (0.9277%)
 Number of votes cast against all candidates:                  7,242,050,412
 % of the total number of cumulative votes:
                                                                  1.4457%
 Abstained (for all candidates):                               5,961,474,815
 % of the total number of cumulative votes:
                                                                  1.1901%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC RAO Energy System of East.
The resolution was adopted.

For issue 27:
The Board of Directors of JSC Centerenergyholding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
1      Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
       Group
2      Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors
3      Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors
4      Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
       Directors
5      Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
       Directors
6      Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects
       of the Reform Management Center of RAO UES of Russia
7      Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the
       Reform Management Center of RAO UES of Russia
8      Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO
       UES of Russia
9      Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the
       Reform Management Center of RAO UES of Russia
10     Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the
       Reform Management Center of RAO UES of Russia
11     Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
       Shareholder Relations of the Corporate Center of RAO UES of Russia
12     Pavel Petrovich Pustoshilov - Head of the Financial Policy Department of the Corporate
       Center of RAO UES of Russia
13     Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
       Shareholder Relations of the Corporate Center of RAO UES of Russia
14     Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
15     Maxim Leonidovich Volkov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
16     Igor Iosifovich Lipsky – Deputy Head of the Department for Administration of Property
       and Corporate Relations of OAO Gazprom
17     Nikolay Vyacheslavovich Vasilyev – Head of the Corporate Control Office of the
       Department for Administration of Property and Corporate Relations of OAO Gazprom




                                                                                            105
 18   Artur Yakobovich Kraft – Deputy Head of the Share Capital Management Section of the
      Corporate Relations Office of the Department for Administration of Property and
      Corporate Relations of OAO Gazprom
 19   Maxim Borisovich Babich – Deputy Head of the Share Capital Management Section of the
      Corporate Relations Office of the Department for Administration of Property and
      Corporate Relations of OAO Gazprom
 20   Vsevolod Stanislavovich Vorobyev – Deputy Head of the Transactions Support Section of
      the Property Management Arrangement Office of the Department for Administration of
      Property and Corporate Relations of OAO Gazprom
 21   Igor Anatolyevich Golenishchev – Head of the Credits Office of the Financial and
      Economic Department of OAO Gazprom
 22   Yury Viktorovich Naumov – Head of the Planning and Economic Office of the Financial
      and Economic Department of OAO Gazprom
 23   Peter Gennadyevich Bakayev – Head of the Financial Market Operations Office of the
      Financial and Economic Department of OAO Gazprom
 24   Denis Vladimirovich Fedorov – Head of the Electric Energy Sector Development and
      Electric Energy Marketing Office of the Department of Marketing, Gas Processing and
      Liquid Hydrocarbons of OAO Gazprom
 25   Stanislav Olegovich Ashirov – First Deputy Director General of OAO
      Mezhregionenergosbyt
 26   Stanislav Vitalyevich Neveynitsyn - Deputy Director General of OAO
      Mezhregionenergosbyt
 27   Aleksey Aleksandrovich Varnakov – Head of the Department for Legal Issues of OAO
      Mezhregionenergosbyt
 28   Andrey Gennadiyevich Chesnokov – Chief Project Finance Officer of ZAO
      Gazenergoprombank
 29   Sergey Rashidovich Prokurov – Main Specialist of the Energy Engineering Section of the
      Electric Energy Sector Development and Electric Energy Marketing Office of the
      Department of Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom
 30   Natalia Alekseyevna Sapunova - Main Specialist of the Electric Energy Marketing Section
      of the Electric Energy Sector Development and Electric Energy Marketing Office of the
      Department of Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom
 Number of votes held by the persons included in the list of           646,753,550,520
 persons entitled to participate in the general meeting                cumulative voting
 Number of votes held by the persons that participated in the             84,148,863,240
 general meeting for this issue on the general meeting agenda            cumulative voting
                                                                        quorum was reached
      Number of votes cast for each candidate:
1. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
20,767,828 (0.0247%)
2. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors:
658,114 (0.0008%)
3. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors:
1,589,618 (0.0019%)
4. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional
Directors: 2,329,443 (0.0028%)
5. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors:
100,818 (0.0001%)
6. Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects of
the Reform Management Center of RAO UES of Russia: 121,418,774 (0.1443%)


                                                                                             106
7. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 2,149,384 (0.0026%)
8. Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO UES
of Russia: 15,839,566 (0.0188%)
9. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the Reform
Management Center of RAO UES of Russia: 1,519,623 (0.0018%)
10. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 5,125,546 (0.0061%)
11. Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 7,730,658 (0.0092%)
12. Pavel Petrovich Pustoshilov - Head of the Financial Policy Department of the Corporate
Center of RAO UES of Russia: 1,429,664 (0.0017%)
13. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 685,732,504 (0.8149%)
14. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
2,176,698 (0.0026%)
15. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 165,460,638
(0.1966%)
16. Igor Iosifovich Lipsky - Deputy Head of the Department for Administration of Property and
Corporate Relations of OAO Gazprom: 4,525,090,972 (5.3775%)
17. Nikolay Vyacheslavovich Vasilyev - Head of the Corporate Control Office of the Department
for Administration of Property and Corporate Relations of OAO Gazprom: 4,523,866,058
(5.3760%)
18. Artur Yakobovich Kraft - Deputy Head of the Share Capital Management Section of the
Corporate Relations Office of the Department for Administration of Property and Corporate
Relations of OAO Gazprom: 4,540,352,332 (5.3956%)
19. Maxim Borisovich Babich - Deputy Head of the Share Capital Management Section of the
Corporate Relations Office of the Department for Administration of Property and Corporate
Relations of OAO Gazprom: 4,523,087,977 (5.3751%)
20. Vsevolod Stanislavovich Vorobyev - Deputy Head of the Transactions Support Section of the
Property Management Arrangement Office of the Department for Administration of Property and
Corporate Relations of OAO Gazprom: 4,523,452,808 (5.3755%)
21. Igor Anatolyevich Golenishchev - Head of the Credits Office of the Financial and Economic
Department of OAO Gazprom: 4,523,286,768 (5.3753%)
22. Yury Viktorovich Naumov - Head of the Planning and Economic Office of the Financial and
Economic Department of OAO Gazprom: 4,616,483,792 (5.4861%)
23. Peter Gennadyevich Bakayev - Head of the Financial Market Operations Office of the
Financial and Economic Department of OAO Gazprom: 4,522,983,872 (5.3750%)
24. Denis Vladimirovich Fedorov - Head of the Electric Energy Sector Development and Electric
Energy Marketing Office of the Department of Marketing, Gas Processing and Liquid
Hydrocarbons of OAO Gazprom: 4,525,889,287 (5.3784%)
25. Stanislav Olegovich Ashirov - First Deputy Director General of OAO Mezhregionenergosbyt:
4,523,083,968 (5.3751%)
26. Stanislav Vitalyevich Neveynitsyn - Deputy Director General of OAO
Mezhregionenergosbyt: 4,523,183,332 (5.3752%)
27. Aleksey Aleksandrovich Varnakov - Head of the Department for Legal Issues of OAO
Mezhregionenergosbyt: 4,525,233,352 (5.3777%)
28. Andrey Gennadiyevich Chesnokov - Chief Project Finance Officer of ZAO
Gazenergoprombank: 4,523,085,332 (5.3751%)



                                                                                         107
29. Sergey Rashidovich Prokurov - Main Specialist of the Energy Engineering Section of the
Electric Energy Sector Development and Electric Energy Marketing Office of the Department of
Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom: 4,523,217,248
(5.3753%)
30. Natalia Alekseyevna Sapunova - Main Specialist of the Electric Energy Marketing Section of
the Electric Energy Sector Development and Electric Energy Marketing Office of the Department
of Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom: 4,524,312,008
(5.3766%)
 Number of votes cast against all candidates:                              6,650,659,715
 % of the total number of cumulative votes:
                                                                              7.9034%
 Abstained (for all candidates):                                            435,831,172
 % of the total number of cumulative votes:
                                                                              0.5179%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Centerenergyholding.
The resolution was adopted.

For issue 28:
The Board of Directors of JSC Sibenergyholding composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
 1     Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
       Directors
 2     Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
       PROFESSIONAL DIRECTORS
 3     Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional
       Directors
 4     Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of
       the Rights of Investors
 5     Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
       Employers in the Electric Power Industry (candidate to the RSPP register of independent
       directors)
 6     Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
       Management Center of RAO UES of Russia
 7     Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 8     Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 9     Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 10    Natalya Viktorovna Zaytseva - Chief Expert of the Strategy Department of the Reform
       Management Center of RAO UES of Russia
 11    Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
       Shareholder Relations of the Corporate Center of RAO UES of Russia
 12    Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
       Corporate Center of RAO UES of Russia
 13    Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia



                                                                                           108
 14   Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
      Shareholder Relations of the Corporate Center of RAO UES of Russia
 15   Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 16   Sergey Nikolayevich Mironosetsky - Deputy Director General, Director for Energy,
      Mergers and Takeovers of OAO SUEK
 17   Pavel Olegovich Shatsky - Deputy Director for Energy, Mergers and Takeovers of OAO
      SUEK
 18   Alina Nikolayevna Postnikova - Deputy Director for Legal Matters of OAO SUEK
 19   Aleksander Aleksandrovich Shumilov - Head of Energy Assets Office of OAO SUEK
 20   Igor Yuryevich Sorokin - Manager of the Project “Energy Sector of the Integrated Energy
      System of Siberia”, OAO SUEK
 21   Marina Sergeyevna Zakharyuta - Manager for Investors Relations of the Mergers and
      Takeovers Finance Office of OAO SUEK
 22   Andrey Nikolayevich Bolshakov - Expert for Fuel and Energy Complex Matters of OAO
      SUEK
 23   Aleksey Yevgenyevich Bay - Head of the Corporate Procedures Group of the Energy
      Assets Office of OAO SUEK
 24   Natalya Viktorovna Trapeznikova - Main Specialist of the Corporate Procedures Group of
      the Energy Assets Office of OAO SUEK
 25   German Olegovich Mustafin - Manager of the Project “Energy Sector of the Integrated
      Energy System of the East” of the Energy Assets Office of OAO SUEK
 26   Aleksander Vladimirovich Redkin - Deputy Director for Legal Matters of OAO SUEK
 27   Aleksey Mikhailovich Zakharov - Deputy Head of the Office for Structured Projects in the
      Energy Sector of OAO SUEK
 28   Anton Olegovich Smirnov - Advisor to Director for Energy, Mergers and Takeovers of
      OAO SUEK
 29   Igor Nikolayevich Nekrasov - Main Specialist of the Project “Energy Sector of the
      Integrated Energy System of the East”, OAO SUEK
 30   Sergey Anatolyevich Tverdokhleb - Advisor to Director General of OAO SUEK
 31   Andrey Danilovich Antonov - Deputy Director General of OOO GlavEnergoSbyt
 32   Marina Ilynichna Dostoynova - Deputy Head of the Office for Project Finance and
      Perspective Projects in the Energy Sector of OAO SUEK
 33   Anastasia Mikhaylovna Nekhayenko – Deputy Director General for Economy of OOO
      GlavEnergoSbyt
 34   Leonid Petrovich Savkov - Director General of OOO GlavEnergoSbyt
 35   Marina Vladimirovna Shvetsova - Main Specialist of the Energy Assets Office of OAO
      SUEK
 Number of votes held by the persons included in the list of           646,753,550,520
 persons entitled to participate in the general meeting               cumulative voting
 Number of votes held by the persons that participated in the            22,554,832,590
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
      Number of votes cast for each candidate:
1. Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional
Directors: 19,453,246 (0.0862%)
2. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF
PROFESSIONAL DIRECTORS: 46,092,248 (0.2044%)
3. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors
817,650 (0.0036%)


                                                                                            109
4. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 194,310,242 (0.8615%)
5. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of
Employers in the Electric Power Industry (candidate to the RSPP register of independent
directors): 1,106,428 (0.0049%)
6. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform
Management Center of RAO UES of Russia: 508,457 (0.0023%)
7. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia 6,361,120 (0.0282%)
8. Maxim Nikolayevich Bunyakin - Chief Expert of the Reform Management Center of RAO
UES of Russia: 196,866 (0.0009%)
9. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 4,177,403 (0.0185%)
10. Natalya Viktorovna Zaytseva - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 95,771,973 (0.4246%)
11. Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 868,644 (0.0039%)
12. Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
Corporate Center of RAO UES of Russia: 2,820,256 (0.0125%)
13. Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 74,198,385 (0.3290%)
14. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 683,548,156 (3.0306%)
15. Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
2,214,385 (0.0098%)
16. Sergey Nikolayevich Mironosetsky - Deputy Director General, Director for Energy, Mergers
and Takeovers of OAO SUEK: 18,898,736 (0.0838%)
17. Pavel Olegovich Shatsky - Deputy Director for Energy, Mergers and Takeovers of OAO
SUEK: 536,180,600 (2.3772%)
18. Alina Nikolayevna Postnikova - Deputy Director for Legal Matters of OAO SUEK:
535,746,320 (2.3753%)
19. Aleksander Aleksandrovich Shumilov - Head of Energy Assets Office of OAO SUEK:
536,083,303 (2.3768%)
20. Igor Yuryevich Sorokin - Manager of the Project “Energy Sector of the Integrated Energy
System of Siberia”, OAO SUEK: 358,381,512 (1.5889%)
21. Marina Sergeyevna Zakharyuta - Manager for Investors Relations of the Mergers and
Takeovers Finance Office of OAO SUEK: 536,748,521 (2.3797%)
22. Andrey Nikolayevich Bolshakov - Expert for Fuel and Energy Complex Matters of OAO
SUEK: 357,558,291 (1.5853%)
23. Aleksey Yevgenyevich Bay - Head of the Corporate Procedures Group of the Energy Assets
Office of OAO SUEK: 535,862,605 (2.3758%)
24. Natalya Viktorovna Trapeznikova - Main Specialist of the Corporate Procedures Group of the
Energy Assets Office of OAO SUEK: 1,381,361 (0.0061%)
25. German Olegovich Mustafin - Manager of the Project “Energy Sector of the Integrated
Energy System of the East” of the Energy Assets Office of OAO SUEK: 178,961,306 (0.7934%)
26. Aleksander Vladimirovich Redkin - Deputy Director for Legal Matters of OAO SUEK:
357,347,561 (1.5844%)
27. Aleksey Mikhailovich Zakharov - Deputy Head of the Office for Structured Projects in the
Energy Sector of OAO SUEK: 537,630,704 (2.3837%)
28. Anton Olegovich Smirnov - Advisor to Director for Energy, Mergers and Takeovers of OAO
SUEK: 535,731,818 (2.3752%)

                                                                                           110
29. Igor Nikolayevich Nekrasov - Main Specialist of the Project “Energy Sector of the Integrated
Energy System of the East”, OAO SUEK: 180,143,311 (0.7987%)
30. Sergey Anatolyevich Tverdokhleb - Advisor to Director General of OAO SUEK: 535,695,225
(2.3751%)
31. Andrey Danilovich Antonov - Deputy Director General of OOO GlavEnergoSbyt: 54,477
(0.0002%)
32. Marina Ilynichna Dostoynova - Deputy Head of the Office for Project Finance and
Perspective Projects in the Energy Sector of OAO SUEK: 197,008 (0.0009%)
33. Anastasia Mikhaylovna Nekhayenko - Deputy Director General for Economy of OOO
GlavEnergoSbyt: 357,142,691 (1.5834%)
34. Leonid Petrovich Savkov - Director General of OOO GlavEnergoSbyt: 2,803,872 (0.0124%)
35. Marina Vladimirovna Shvetsova - Main Specialist of the Energy Assets Office of OAO
SUEK: 178,895,113 (0.7932%)
 Number of votes cast against all candidates:                              6,652,625,040
 % of the total number of cumulative votes:
                                                                             29.4953%
 Abstained (for all candidates):                                            436,387,207
 % of the total number of cumulative votes:
                                                                              1.9348%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Sibenergyholding.
The resolution was adopted.

For issue 29:
The Board of Directors of JSC Intergeneration composed of the following
members shall be elected:
 No.                              Candidate’s Full Name and Position
 1     Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of
       Professional Directors
 2     Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
       (candidate to the RSPP register of independent directors)
 3     Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of
       the Rights of Investors
 4     Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
       Directors
 5     Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting
       Group
 6     Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
       Shareholder Relations of the Corporate Center of RAO UES of Russia
 7     Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 8     Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
       Corporate Center of RAO UES of Russia
 9     Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
 10    Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
 11    Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN
 12    Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
       Reform Management Center of RAO UES of Russia


                                                                                            111
 13   Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 14   Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
      Management Center of RAO UES of Russia
 15   Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
      Management Center of RAO UES of Russia
 16   Irina Aleksandrovna Ashkenazy – Head of the Gas Complex Economy and Development
      Office of the Gas Complex Directorate of MMC Norilsk Nickel
 17   Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3
 18   Andrey Valentinovich Zolotarev – Director of the Corporate Department of MMC Norilsk
      Nickel
 19   Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3
 20   Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3
 21   Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3
 22   Aleksey Valeryevich Lukyanov - Head of the Section for Transactions with Russian
      Portfolio Investments of the Subsidiaries and Dependent Companies Office of the
      Corporate Department of MMC Norilsk Nickel
 23   Aleksey Aleksandrovich Malov – Head of the Section for Work with Russian Subsidiaries
      and Dependent Companies of the Subsidiaries and Dependent Companies Office of the
      Corporate Department of MMC Norilsk Nickel
 24   Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros
 25   Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3
 26   Larisa Borisovna Melnik - Manager for Investments of ZAO Interros
 27   Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3
 28   Viktor Valentinovich Tikhonov - Head of the Subsidiaries and Dependent Companies
      Office of the Corporate Department of MMC Norilsk Nickel
 29   Sergey Olegovich Shabanov - Head of the Property Office of the Corporate Department of
      MMC Norilsk Nickel
 30   Pavel Vyacheslavovich Shumov - Advisor to Executive Director of OAO OGK-3
 Number of votes held by the persons included in the list of           646,753,550,520
 persons entitled to participate in the general meeting                cumulative voting
 Number of votes held by the persons that participated in the            39,051,228,240
 general meeting for this issue on the general meeting agenda           cumulative voting
                                                                       quorum was reached
      Number of votes cast for each candidate:
1. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional
Directors: 60,889,412 (0.1559%)
2. Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department
(candidate to the RSPP register of independent directors): 51,831,722 (0.1327%)
3. Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of the
Rights of Investors: 73,931,092 (0.1893%)
4. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional
Directors: 1,040,602 (0.0027%)
5. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group:
118,802 (0.0003%)
6. Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and
Shareholder Relations of the Corporate Center of RAO UES of Russia: 132,107,422 (0.3383%)
7. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
15,502,602 (0.0397%)


                                                                                            112
8. Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the
Corporate Center of RAO UES of Russia: 6,715,335 (0.0172%)
9. Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate
Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia:
7,839,815 (0.0201%)
10. Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance
and Shareholder Relations of the Corporate Center of RAO UES of Russia: 530,995 (0.0014%)
11. Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN: 499,182 (0.0013%)
12. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the
Reform Management Center of RAO UES of Russia: 3,880,540 (0.0099%)
13. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 678,102 (0.0017%)
14. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform
Management Center of RAO UES of Russia: 115,602 (0.0003%)
15. Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform
Management Center of RAO UES of Russia: 16,756,492 (0.0429%)
16. Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development
Office of the Gas Complex Directorate of MMC Norilsk Nickel: 1,518,716,052 (3.8890%)
17. Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3: 1,518,040,927
(3.8873%)
18. Andrey Valentinovich Zolotarev - Director of the Corporate Department of MMC Norilsk
Nickel: 1,517,835,132 (3.8868%)
19. Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3:
1,516,385,532 (3.8831%)
20. Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3:
1,516,478,932 (3.8833%)
21. Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3: 1,519,028,632 (3.8898%)
22. Aleksey Valeryevich Lukyanov - Head of the Section for Transactions with Russian Portfolio
Investments of the Subsidiaries and Dependent Companies Office of the Corporate Department of
MMC Norilsk Nickel: 1,610,085,892 (4.1230%)
23. Aleksey Aleksandrovich Malov - Head of the Section for Work with Russian Subsidiaries and
Dependent Companies of the Subsidiaries and Dependent Companies Office of the Corporate
Department of MMC Norilsk Nickel :1,517,102,432 (3.8849%)
24. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros: 1,518,425,532
(3.8883%)
25. Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3: 1,516,463,917
(3.8833%)
26. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros: 1,516,474,532
(3.8833%)
27. Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3: 1,518,140,332
(3.8876%)
28. Viktor Valentinovich Tikhonov - Head of the Subsidiaries and Dependent Companies Office
of the Corporate Department of MMC Norilsk Nickel: 2,199,524,772 (5.6324%)
29. Sergey Olegovich Shabanov - Head of the Property Office of the Corporate Department of
MMC Norilsk Nickel: 1,516,572,532 (3.8835%)
30. Pavel Vyacheslavovich Shumov- Advisor to Executive Director of OAO OGK-3:
1,516,385,532 (3.8831%)
 Number of votes cast against all candidates:                             6,653,788,410
 % of the total number of cumulative votes:
                                                                            17.0386%
 Abstained (for all candidates):                                           435,402,150
 % of the total number of cumulative votes:

                                                                                          113
                                                                              1.1150%
Fifteen candidates receiving the largest quantities of votes are deemed to be elected
to the Board of Directors of JSC Intergeneration.
The resolution was adopted.

  For issue 30:
1. JSC Gosudarstvennii Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336) as
provided for by this resolution and the takeover agreement approved by this resolution.
2. The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC
Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk
Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission
Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO
Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh
Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission
Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO
Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO
Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban
Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission
Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO
Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni
Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg
Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza
Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg
Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission
Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission
Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO
Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission
Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company,
OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks,
OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO
Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO
Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission
Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the
Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk
Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC,
OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by
OAO FGC UES (Appendix 29) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Gosudarstvennii Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding under which the rights
and duties of RAO UES of Russia transfer to OAO FGC UES.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Gosudarstvennii
Holding into the shares in OAO FGC UES shall be defined:
4.1. All shares in JSC Gosudarstvennii Holding shall be converted into the additional ordinary
shares in OAO FGC UES.
4.2. Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.3. Share conversion ratios:

                                                                                           114
    0.2931464676179060 ordinary shares in JSC Gosudarstvennii Holding shall be converted into
1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles;
    0.3200987853438580 preference shares in JSC Gosudarstvennii Holding shall be converted
into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Gosudarstvennii Holding as a result of conversion the calculated number of shares to be held by
such shareholder of JSC Gosudarstvennii Holding is a fraction, the fractional part of the quantity
of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one additional share in OAO FGC UES.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Gosudarstvennii Holding shall be canceled unless any other companies are taken
over in addition to JSC Gosudarstvennii Holding by OAO FGC UES.
    If any other companies involved in the reorganization are taken over by OAO FGC UES along
with JSC Gosudarstvennii Holding, the shares in OAO FGC UES placed at the disposal of OAO
FGC UES as a result of a takeover of JSC Gosudarstvennii Holding may be used for the purposes
of converting into them the shares in such other target companies. The shares in OAO FGC UES
placed at the disposal of OAO FGC UES as a result of a takeover of JSC Gosudarstvennii
Holding which OAO FGC UES will still have at its disposal after the conversion of shares in such
other target companies shall be canceled.
    Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.4. The shares in JSC Gosudarstvennii Holding shall be recognized as converted into ordinary
shares in OAO FGC UES on the day on which an entry is made into the Unified State Register of
Legal Entities about the termination of operation of JSC Gosudarstvennii Holding based on data
from the JSC Gosudarstvennii Holding Shareholder Register on the above-mentioned date.
4.5. The shares in JSC Gosudarstvennii Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Gosudarstvennii Holding..
Number of votes held by the persons included in the list of persons        43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                 33,396,122,096
general meeting for this issue on the general meeting agenda             quorum was reached
     Number of votes cast for each voting option
   For                                      31,746,601,961                      95.0607%
   Against                                   830,886,138                        2.4880%
   Abstained                                 118,240,457                        0.3541%
The resolution was adopted.

  For issue 31:
1. JSC Gosudarstvennii Holding GidroOGK to be established through the reorganization of RAO
UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN:


                                                                                              115
1042401810494) as provided for by this resolution and the takeover agreement approved by this
resolution.
2. The agreement for takeover of JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
Holding GidroOGK, OAO Bureyskaya HPP, OAO Votkinskaya HPP, OAO Zagorskaya PSPP,
OAO Zeyskaya HPP, OAO Kabardino-Balkarian Hydro Generation Company, OAO VVHPP
Cascade, OAO NChHPP Cascade, OAO Nizhegorodskaya HPP, OAO North-Ossetian HGC,
OAO Sulakenergo, OAO P. S. Neporozhny SShHPP, OAO Volzhskaya HPP, OAO
Zhigulevskaya HPP, OAO Irganayskaya HPP, OAO Zelenchukskie HPPs, OAO Daghestan
Regional Generation Company, OAO Kamskaya HPP, OAO KabbalkHPP, OAO Saratovskaya
HPP, OAO Stavropol Power Generation Company, OAO Cheboksarskaya HPP, ZAO EOZ by
OAO HydroOGK (Appendix 30) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Gosudarstvennii Holding GidroOGK as the legal successor
to RAO UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding GidroOGK
under which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Gosudarstvennii
Holding GidroOGK into the shares in OAO HydroOGK shall be defined:
4.1. All shares in JSC Gosudarstvennii Holding GidroOGK shall be converted into the additional
ordinary shares in OAO HydroOGK.
4.2. Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.3. Share conversion ratios:
    1.5553208073403300 ordinary shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble;
    1.6983192917016000 preference shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble.
    If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Gosudarstvennii Holding GidroOGK as a result of conversion the calculated number of shares to
be held by such shareholder of JSC Gosudarstvennii Holding GidroOGK is a fraction, the
fractional part of the quantity of shares shall be rounded off in accordance with the following
rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one additional share in OAO HydroOGK.
    The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Gosudarstvennii Holding GidroOGK shall be canceled unless any other
companies are taken over in addition to JSC Gosudarstvennii Holding GidroOGK by OAO
HydroOGK.
    If any other companies are taken over by OAO HydroOGK along with JSC Gosudarstvennii
Holding GidroOGK, the shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as
a result of a takeover of JSC Gosudarstvennii Holding GidroOGK may be used for the purposes
of converting into them the shares in such other target companies. The shares in OAO
HydroOGK placed at the disposal of OAO HydroOGK as a result of a takeover of JSC
Gosudarstvennii Holding GidroOGK which OAO HydroOGK will still have at its disposal after
the conversion of shares in such other target companies shall be canceled.




                                                                                             116
   Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.4. The shares in JSC Gosudarstvennii Holding GidroOGK shall be recognized as converted into
ordinary shares in OAO HydroOGK on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Gosudarstvennii Holding
GidroOGK based on data from the JSC Gosudarstvennii Holding GidroOGK Shareholder
Register on the above-mentioned date.
4.5. The shares in JSC Gosudarstvennii Holding GidroOGK to be converted shall be canceled
upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Gosudarstvennii Holding GidroOGK.
Number of votes held by the persons included in the list of persons     43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the              33,396,122,096
general meeting for this issue on the general meeting agenda          quorum was reached
     Number of votes cast for each voting option
   For                                    31,757,439,603                    95.0932%
   Against                                 834,989,707                      2.5003%
   Abstained                               118,222,159                      0.3540%
The resolution was adopted.

For issue 32:
1. JSC Minoritarnii Holding FGC UES to be established through the reorganization of RAO UES
of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336)
as provided for by this resolution and the takeover agreement approved by this resolution.
2. The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC
Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk
Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission
Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO
Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh
Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission
Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO
Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO
Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban
Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission
Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO
Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni
Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg
Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza
Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg
Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission
Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission
Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO
Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission
Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company,
OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks,
OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO
Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO

                                                                                         117
Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission
Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the
Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk
Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC,
OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by
OAO FGC UES (Appendix 29) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Minoritarnii Holding FGC UES as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding FGC UES under
which the rights and duties of RAO UES of Russia transfer to OAO FGC UES.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Minoritarnii
Holding FGC UES into the shares in OAO FGC UES shall be defined:
4.1. All shares in JSC Minoritarnii Holding FGC UES shall be converted into the additional
ordinary shares in OAO FGC UES.
4.2. If JSC Minoritarnii Holding FGC UES is taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding (or along with JSC Gosudarstvennii Holding and any other target
companies), all shares in JSC Minoritarnii Holding FGC UES shall be converted into the
additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result
of a takeover of JSC Gosudarstvennii Holding and JSC Minoritarnii Holding FGC UES (and/or as
a result of a takeover of any other target companies if such other companies are taken over
together).
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Minoritarnii Holding FGC UES as a result of conversion the calculated number of shares to be
held by such shareholder of JSC Minoritarnii Holding FGC UES is a fraction, the fractional part
of the quantity of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO FGC UES from among the shares placed at the disposal of
         OAO FGC UES.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Minoritarnii Holding FGC UES and JSC Gosudarstvennii Holding (and/or as a
result of a takeover of any other target companies if such other companies are taken over
together) which OAO FGC UES will still have at its disposal after the conversion of shares in
JSC Minoritarnii Holding FGC UES (and after the conversion of shares in any other target
companies if such other companies are taken over together) shall be canceled.
4.3. If JSC Minoritarnii Holding FGC UES is not taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding, all shares in JSC Minoritarnii Holding FGC UES shall be converted
into the additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as
a result of a takeover of JSC Minoritarnii Holding FGC UES and into the additional ordinary
shares in OAO FGC UES.
    In this case the number of ordinary shares in OAO FGC UES receivable by each shareholder
of JSC Minoritarnii Holding FGC UES shall be calculated by dividing the number of a certain
category of shares in JSC Minoritarnii Holding FGC UES owned by such shareholder by the
applicable conversion ratio.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Minoritarnii Holding FGC UES the calculated number of shares to be held by such shareholder of
JSC Minoritarnii Holding FGC UES is a fraction, the fractional part of the quantity of shares shall
be rounded off in accordance with the following rule:

                                                                                               118
   -     if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO FGC UES.
    The number of ordinary shares in OAO FGC UES from among the shares placed at the
disposal of OAO FGC UES receivable by any shareholder of JSC Minoritarnii Holding FGC UES
shall be a part of the integer determined by multiplying the number of ordinary shares in OAO
FGC UES receivable by such shareholder in accordance with sub-paragraph two of this paragraph
(after round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at
the disposal of OAO FGC UES during a takeover of JSC Minoritarnii Holding FGC UES to the
total number of ordinary shares in OAO FGC UES necessary to convert into them all ordinary
and preference shares in JSC Minoritarnii Holding FGC UES.
    The number of ordinary shares in OAO FGC UES from among the additional shares
receivable by any shareholder of JSC Minoritarnii Holding FGC UES shall be determined as the
difference between the number of ordinary shares in OAO FGC UES receivable by such
shareholder in accordance with sub-paragraph two of this paragraph (after round-off) and the
number of shares in OAO FGC UES from among the shares placed at the disposal of OAO FGC
UES receivable by such shareholder.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Minoritarnii Holding FGC UES (and/or as a result of a takeover of any other
target companies if such other companies are taken over together) which OAO FGC UES will
still have at its disposal after the conversion of shares in JSC Minoritarnii Holding FGC UES (and
after the conversion of shares in any other target companies if such other companies are taken
over together) shall be canceled.
    Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.4. Share conversion ratios:
         0.1275576165696140 ordinary shares in JSC Minoritarnii Holding FGC UES shall be
converted into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths)
rubles;
         0.1392854515938140 preference shares in JSC Minoritarnii Holding FGC UES shall be
converted into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths)
rubles.
4.5. The shares in JSC Minoritarnii Holding FGC UES shall be recognized as converted into
ordinary shares in OAO FGC UES on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding FGC
UES based on data from the JSC Minoritarnii Holding FGC UES Shareholder Register on the
above-mentioned date.
4.6. The shares in JSC Minoritarnii Holding FGC UES to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Minoritarnii Holding FGC UES.
Number of votes held by the persons included in the list of persons            43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                    33,396,122,096
general meeting for this issue on the general meeting agenda                quorum was reached
       Number of votes cast for each voting option

                                                                                               119
   For                                     31,753,531,421                      95.0815%
   Against                                   834,756,371                       2.4996%
   Abstained                                 118,675,947                       0.3554%
The resolution was adopted.

For issue 33:
1. JSC Minoritarnii Holding GidroOGK to be established through the reorganization of RAO
UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN:
1042401810494) as provided for by this resolution and the takeover agreement approved by this
resolution.
2. The agreement for takeover of JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
Holding GidroOGK, OAO Bureyskaya HPP, OAO Votkinskaya HPP, OAO Zagorskaya PSPP,
OAO Zeyskaya HPP, OAO Kabardino-Balkarian Hydro Generation Company, OAO VVHPP
Cascade, OAO NChHPP Cascade, OAO Nizhegorodskaya HPP, OAO North-Ossetian HGC,
OAO Sulakenergo, OAO P. S. Neporozhny SShHPP, OAO Volzhskaya HPP, OAO
Zhigulevskaya HPP, OAO Irganayskaya HPP, OAO Zelenchukskie HPPs, OAO Daghestan
Regional Generation Company, OAO Kamskaya HPP, OAO KabbalkHPP, OAO Saratovskaya
HPP, OAO Stavropol Power Generation Company, OAO Cheboksarskaya HPP, ZAO EOZ by
OAO HydroOGK (Appendix 30) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Minoritarnii Holding GidroOGK as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding GidroOGK under
which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Minoritarnii
Holding GidroOGK into the shares in OAO HydroOGK shall be defined:
4.1. All shares in JSC Minoritarnii Holding GidroOGK shall be converted into the additional
ordinary shares in OAO HydroOGK.
4.2. If JSC Minoritarnii Holding GidroOGK is taken over by OAO HydroOGK along with JSC
Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding GidroOGK
and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be converted
into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO
HydroOGK.
    If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Minoritarnii Holding GidroOGK as a result of conversion the calculated number of shares to be
held by such shareholder of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part
of the quantity of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO HydroOGK from among the shares placed at the disposal
         of OAO HydroOGK.
     The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Minoritarnii Holding GidroOGK and JSC Gosudarstvennii Holding GidroOGK
(and/or as a result of a takeover of any other target companies if such other companies are taken
over together) which OAO HydroOGK will still have at its disposal after the conversion of shares
in JSC Minoritarnii Holding GidroOGK (and after the conversion of shares in any other target
companies if such other companies are taken over together) shall be canceled.


                                                                                             120
4.3. If JSC Minoritarnii Holding GidroOGK is not taken over by OAO HydroOGK along with
JSC Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding
GidroOGK and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be
converted into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO
HydroOGK and into the additional ordinary shares in OAO HydroOGK.
         In this case the number of ordinary shares in OAO HydroOGK receivable by each
shareholder of JSC Minoritarnii Holding GidroOGK shall be calculated by dividing the number
of a certain category of shares in JSC Minoritarnii Holding GidroOGK owned by such
shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Minoritarnii Holding GidroOGK the calculated number of shares to be held by such shareholder
of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part of the quantity of shares
shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO HydroOGK.
    The number of ordinary shares in OAO HydroOGK from among the shares placed at the
disposal of OAO HydroOGK receivable by any shareholder of JSC Minoritarnii Holding
GidroOGK shall be a part of the integer determined by multiplying the number of ordinary shares
in OAO HydroOGK receivable by such shareholder in accordance with sub-paragraph two of this
paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
HydroOGK placed at the disposal of OAO HydroOGK to the total number of ordinary shares in
OAO HydroOGK necessary to convert into them all ordinary and preference shares in JSC
Minoritarnii Holding GidroOGK.
         The number of ordinary shares in OAO HydroOGK from among the additional shares
receivable by any shareholder of JSC Minoritarnii Holding GidroOGK shall be determined as the
difference between the number of ordinary shares in OAO HydroOGK receivable by such
shareholder in accordance with sub-paragraph two of this paragraph (after round-off) and the
number of shares in OAO HydroOGK from among the shares placed at the disposal of OAO
HydroOGK receivable by such shareholder.
         The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Minoritarnii Holding GidroOGK (and as a result of a takeover of any other target
companies if such other companies are taken over together) which OAO HydroOGK will still
have at its disposal after the conversion of shares in JSC Minoritarnii Holding GidroOGK (and
after the conversion of shares in any other target companies if such other companies are taken
over together) shall be canceled.
    Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.4. Share conversion ratios:
         0.2895891255957020 ordinary shares in JSC Minoritarnii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble;
         0.3162143760599500 preference shares in JSC Minoritarnii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble.
4.5. The shares in JSC Minoritarnii Holding GidroOGK shall be recognized as converted into
ordinary shares in OAO HydroOGK on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding
GidroOGK based on data from the JSC Minoritarnii Holding GidroOGK Shareholder Register on
the above-mentioned date.

                                                                                             121
4.6. The shares in JSC Minoritarnii Holding GidroOGK to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Minoritarnii Holding GidroOGK.
Number of votes held by the persons included in the list of persons      43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the              33,396,122,096
general meeting for this issue on the general meeting agenda           quorum was reached
     Number of votes cast for each voting option
   For                                     31,754,405,375                      95.0841%
   Against                                   836,281,866                       2.5041%
   Abstained                                 119,856,851                       0.3589%
The resolution was adopted.

For issue 34:
1. JSC OGK-1 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-1 (OGRN: 1057200597960) as provided for
by this resolution and the agreement for takeover of JSC OGK-1 Holding by OAO OGK-1.
2. The agreement for takeover of JSC OGK-1 Holding by OAO OGK-1 (Appendix 31) shall be
     approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
     provisions on the appointment of JSC OGK-1 Holding as the legal successor to RAO UES of
     Russia will be a deed of delivery for JSC OGK-1 Holding under which the rights and duties of
     RAO UES of Russia transfer to OAO OGK-1.
     The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC OGK-1
Holding into the shares in OAO OGK-1 shall be defined:
4.1. All shares in JSC OGK-1 Holding shall be converted into the shares in OAO OGK-1 placed
at the disposal of OAO OGK-1 as a result of a takeover of JSC OGK-1 Holding, into the shares
acquired and/or repurchased by OAO OGK-1 and/or into the additional shares in OAO OGK-1 (if
the shares in OAO OGK-1 placed at the disposal of OAO OGK-1 as a result of a takeover of JSC
OGK-1 Holding, as well as the shares acquired and/or repurchased by OAO OGK-1 are not
enough to convert all shares in JSC OGK-1 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-1 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-1 in accordance
with the Articles of Association of OAO OGK-1 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         1.0394788264145200 ordinary shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1;
         1.1350500397625200 preference shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1.
4.4. The number of ordinary shares in OAO OGK-1 receivable by each shareholder of JSC OGK-
1 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
1 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-1 receivable by any shareholder of JSC OGK-1
Holding the calculated number of shares to be held by such shareholder of JSC OGK-1 Holding is

                                                                                             122
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
        any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO OGK-1.
    In case of issue of additional ordinary shares in OAO OGK-1 the number of ordinary shares in
OAO OGK-1 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-1 receivable by any shareholder of JSC OGK-1 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-1 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-1 placed at the disposal of OAO OGK-
1 during a takeover of JSC OGK-1 Holding and/or repurchased and/or acquired by OAO OGK-1
to the total number of ordinary shares in OAO OGK-1 necessary to convert into them all ordinary
and preference shares in JSC OGK-1 Holding. The number of ordinary shares in OAO OGK-1
from among the additional shares receivable by any shareholder of JSC OGK-1 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-1 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-1 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-1 receivable by such shareholder.
4.5. The shares in JSC OGK-1 Holding shall be recognized as converted into ordinary shares in
OAO OGK-1 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-1 Holding based on data from the JSC
OGK-1 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-1 Holding to be converted shall be canceled upon conversion.
5.      Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES
of Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-1 Holding by OAO OGK-1 approved by this resolution on behalf of JSC OGK-1
Holding.
Number of votes held by the persons included in the list of persons            43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                     33,396,122,096
general meeting for this issue on the general meeting agenda                quorum was reached
      Number of votes cast for each voting option
   For                                       31,751,683,465                       95.0760%
   Against                                     835,537,828                        2.5019%
   Abstained                                   119,568,715                        0.3580%
The resolution was adopted.

For issue 35:
1. JSC OGK-2 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-2 (OGRN: 1052600002180) as provided for
by this resolution and the agreement for takeover of JSC OGK-2 Holding by OAO OGK-2.
2. The agreement for takeover of JSC OGK-2 Holding by OAO OGK-2 (Appendix 32) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-2 Holding as the legal successor to RAO UES of


                                                                                                 123
Russia will be a deed of delivery for JSC OGK-2 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-2.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-2 Holding
into the shares in OAO OGK-2 shall be defined:
4.1. All shares in JSC OGK-2 Holding shall be converted into the shares in OAO OGK-2 placed
at the disposal of OAO OGK-2 as a result of a takeover of JSC OGK-2 Holding, into the shares
acquired and/or repurchased by OAO OGK-2 and/or into the additional shares in OAO OGK-2 (if
the shares in OAO OGK-2 placed at the disposal of OAO OGK-2 as a result of a takeover of JSC
OGK-2 Holding, as well as the shares acquired and/or repurchased by OAO OGK-2 are not
enough to convert all shares in JSC OGK-2 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-2 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-2 in accordance
with the Articles of Association of OAO OGK-2 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         1.9968026531294900 ordinary shares in JSC OGK-2 Holding shall be converted into 1
ordinary share in OAO OGK-2, each with a par value of 0.3627 (three-thousand, six-hundred and
twenty-seven ten-thousandths) rubles;
         2.1803916282261300 preference shares in JSC OGK-2 Holding shall be converted into 1
ordinary share in OAO OGK-2, each with a par value of 0.3627 (three-thousand, six-hundred and
twenty-seven ten-thousandths) rubles.
4.4. The number of ordinary shares in OAO OGK-2 receivable by each shareholder of JSC OGK-
2 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
2 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-2 receivable by any shareholder of JSC OGK-2
Holding the calculated number of shares to be held by such shareholder of JSC OGK-2 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO OGK-2.
    In case of issue of additional ordinary shares in OAO OGK-2 the number of ordinary shares in
OAO OGK-2 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-2 receivable by any shareholder of JSC OGK-2 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-2 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-2 placed at the disposal of OAO OGK-
2 during a takeover of JSC OGK-2 Holding and/or repurchased and/or acquired by OAO OGK-2
to the total number of ordinary shares in OAO OGK-2 necessary to convert into them all ordinary
and preference shares in JSC OGK-2 Holding. The number of ordinary shares in OAO OGK-2
from among the additional shares receivable by any shareholder of JSC OGK-2 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-2 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-2 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-2 receivable by such shareholder.
4.5. The shares in JSC OGK-2 Holding shall be recognized as converted into ordinary shares in
OAO OGK-2 on the day on which an entry is made into the Unified State Register of Legal



                                                                                                 124
Entities about the termination of operation of JSC OGK-2 Holding based on data from the JSC
OGK-2 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-2 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-2 Holding by OAO OGK-2 approved by this resolution on behalf of JSC OGK-2
Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
     Number of votes cast for each voting option
   For                                     31,753,253,613                     95.0807%
   Against                                  838,730,532                       2.5115%
   Abstained                                119,020,664                       0.3564%
The resolution was adopted.
For issue 36:
1. JSC OGK-3 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-3 (OGRN: 1040302983093) as provided for
by this resolution and the agreement for takeover of JSC OGK-3 Holding by OAO OGK-3.
2. The agreement for takeover of JSC OGK-3 Holding by OAO OGK-3 (Appendix 33) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-3 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-3 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-3.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-3 Holding
into the shares in OAO OGK-3 shall be defined:
4.1. All shares in JSC OGK-3 Holding shall be converted into the shares in OAO OGK-3 placed
at the disposal of OAO OGK-3 as a result of a takeover of JSC OGK-3 Holding, into the shares
acquired and/or repurchased by OAO OGK-3 and/or into the additional shares in OAO OGK-3 (if
the shares in OAO OGK-3 placed at the disposal of OAO OGK-3 as a result of a takeover of JSC
OGK-3 Holding, as well as the shares acquired and/or repurchased by OAO OGK-3 are not
enough to convert all shares in JSC OGK-3 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-3 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-3 in accordance
with the Articles of Association of OAO OGK-3 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         2.4306667608934900 ordinary shares in JSC OGK-3 Holding shall be converted into 1
ordinary share in OAO OGK-3, each with a par value of one (1) ruble;
         2.6541458406786400 preference shares in JSC OGK-3 Holding shall be converted into 1
ordinary share in OAO OGK-3, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO OGK-3 receivable by each shareholder of JSC OGK-
3 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
3 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-3 receivable by any shareholder of JSC OGK-3
Holding the calculated number of shares to be held by such shareholder of JSC OGK-3 Holding is

                                                                                            125
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
        any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO OGK-3.
    In case of issue of additional ordinary shares in OAO OGK-3 the number of ordinary shares in
OAO OGK-3 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-3 receivable by any shareholder of JSC OGK-3 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-3 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-3 placed at the disposal of OAO OGK-
3 during a takeover of JSC OGK-3 Holding and/or repurchased and/or acquired by OAO OGK-3
to the total number of ordinary shares in OAO OGK-3 necessary to convert into them all ordinary
and preference shares in JSC OGK-3 Holding. The number of ordinary shares in OAO OGK-3
from among the additional shares receivable by any shareholder of JSC OGK-3 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-3 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-3 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-3 receivable by such shareholder.
4.5. The shares in JSC OGK-3 Holding shall be recognized as converted into ordinary shares in
OAO OGK-3 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-3 Holding based on data from the JSC
OGK-3 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-3 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-3 Holding by OAO OGK-3 approved by this resolution on behalf of JSC OGK-3
Holding.
Number of votes held by the persons included in the list of persons            43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                   33,396,122,096
general meeting for this issue on the general meeting agenda                quorum was reached
      Number of votes cast for each voting option
   For                                       31,750,235,095                       95.0716%
   Against                                     835,243,789                        2.5010%
   Abstained                                   119,518,498                        0.3579%
The resolution was adopted.

For issue 37:
1. JSC OGK-4 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-4 (OGRN: 1058602056985) as provided for
by this resolution and the agreement for takeover of JSC OGK-4 Holding by OAO OGK-4.
2. The agreement for takeover of JSC OGK-4 Holding by OAO OGK-4 (Appendix 34) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-4 Holding as the legal successor to RAO UES of


                                                                                                 126
Russia will be a deed of delivery for JSC OGK-4 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-4.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-4 Holding
into the shares in OAO OGK-4 shall be defined:
4.1. All shares in JSC OGK-4 Holding shall be converted into the shares in OAO OGK-4 placed
at the disposal of OAO OGK-4 as a result of a takeover of JSC OGK-4 Holding, into the shares
acquired and/or repurchased by OAO OGK-4 and/or into the additional shares in OAO OGK-4 (if
the shares in OAO OGK-4 placed at the disposal of OAO OGK-4 as a result of a takeover of JSC
OGK-4 Holding, as well as the shares acquired and/or repurchased by OAO OGK-4 are not
enough to convert all shares in JSC OGK-4 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-4 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-4 in accordance
with the Articles of Association of OAO OGK-4 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.9733517018952320 ordinary shares in JSC OGK-4 Holding shall be converted into 1
ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles;
         1.0628430900799600 preference shares in JSC OGK-4 Holding shall be converted into 1
ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles.
4.4. The number of ordinary shares in OAO OGK-4 receivable by each shareholder of JSC OGK-
4 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
4 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-4 receivable by any shareholder of JSC OGK-4
Holding the calculated number of shares to be held by such shareholder of JSC OGK-4 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO OGK-4.
    In case of issue of additional ordinary shares in OAO OGK-4 the number of ordinary shares in
OAO OGK-4 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-4 receivable by any shareholder of JSC OGK-4 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-4 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-4 placed at the disposal of OAO OGK-
4 during a takeover of JSC OGK-4 Holding and/or repurchased and/or acquired by OAO OGK-4
to the total number of ordinary shares in OAO OGK-4 necessary to convert into them all ordinary
and preference shares in JSC OGK-4 Holding. The number of ordinary shares in OAO OGK-4
from among the additional shares receivable by any shareholder of JSC OGK-4 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-4 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-4 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-4 receivable by such shareholder.
4.5. The shares in JSC OGK-4 Holding shall be recognized as converted into ordinary shares in
OAO OGK-4 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-4 Holding based on data from the JSC
OGK-4 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-4 Holding to be converted shall be canceled upon conversion.

                                                                                                 127
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-4 Holding by OAO OGK-4 approved by this resolution on behalf of JSC OGK-4
Holding..
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the              33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
      Number of votes cast for each voting option
   For                                       31,757,183,578                       95.0924%
   Against                                     834,354,158                        2.4984%
   Abstained                                   119,454,171                        0.3577%
The resolution was adopted.

For issue 38:
1. JSC OGK-6 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-6 (OGRN: 1056164020769) as provided for
by this resolution and the agreement for takeover of JSC OGK-6 Holding by OAO OGK-6.
2. The agreement for takeover of JSC OGK-6 Holding by OAO OGK-6 (Appendix 35) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-6 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-6 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-6.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-6 Holding
into the shares in OAO OGK-6 shall be defined:
4.1. All shares in JSC OGK-6 Holding shall be converted into the shares in OAO OGK-6 placed
at the disposal of OAO OGK-6 as a result of a takeover of JSC OGK-6 Holding, into the shares
acquired and/or repurchased by OAO OGK-6 and/or into the additional shares in OAO OGK-6 (if
the shares in OAO OGK-6 placed at the disposal of OAO OGK-6 as a result of a takeover of JSC
OGK-6 Holding, as well as the shares acquired and/or repurchased by OAO OGK-6 are not
enough to convert all shares in JSC OGK-6 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-6 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-6 in accordance
with the Articles of Association of OAO OGK-6 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         1.7133600774043500 ordinary shares in JSC OGK-6 Holding shall be converted into 1
ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles;
         1,8708889248791900 preference shares in JSC OGK-6 Holding shall be converted into 1
ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles.
4.4. The number of ordinary shares in OAO OGK-6 receivable by each shareholder of JSC OGK-
6 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
6 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-6 receivable by any shareholder of JSC OGK-6
Holding the calculated number of shares to be held by such shareholder of JSC OGK-6 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:


                                                                                                 128
   -    if the period is followed by any number from 5 to 9, one shall be added to the integer and
        any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO OGK-6.
    In case of issue of additional ordinary shares in OAO OGK-6 the number of ordinary shares in
OAO OGK-6 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-6 receivable by any shareholder of JSC OGK-6 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-6 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-6 placed at the disposal of OAO OGK-
6 during a takeover of JSC OGK-6 Holding and/or repurchased and/or acquired by OAO OGK-6
to the total number of ordinary shares in OAO OGK-6 necessary to convert into them all ordinary
and preference shares in JSC OGK-6 Holding. The number of ordinary shares in OAO OGK-6
from among the additional shares receivable by any shareholder of JSC OGK-6 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-6 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-6 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-6 receivable by such shareholder.
4.5. The shares in JSC OGK-6 Holding shall be recognized as converted into ordinary shares in
OAO OGK-6 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-6 Holding based on data from the JSC
OGK-6 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-6 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-6 Holding by OAO OGK-6 approved by this resolution on behalf of JSC OGK-6
Holding
Number of votes held by the persons included in the list of persons        43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the               33,396,122,096
general meeting for this issue on the general meeting agenda             quorum was reached
       Number of votes cast for each voting option
   For                                      31,750,001,557                     95.0709%
   Against                                   837,252,176                        2.5070%
   Abstained                                 118,704,285                        0.3554%
The resolution was adopted.

For issue 39:
1. JSC TGK-1 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-1 (OGRN: 1057810153400) as provided for by
this resolution and the agreement for takeover of JSC TGK-1 Holding by OAO TGK-1.
2. The agreement for takeover of JSC TGK-1 Holding by OAO TGK-1 (Appendix 36) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-1 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-1 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-1.
    The deed of delivery (Appendix A) shall be approved.

                                                                                              129
4. The following procedure and conditions for the conversion of shares in JSC TGK-1 Holding
into the shares in OAO TGK-1 shall be defined:
4.1. All shares in JSC TGK-1 Holding shall be converted into the shares in OAO TGK-1 placed at
the disposal of OAO TGK-1 as a result of a takeover of JSC TGK-1 Holding, into the shares
acquired and/or repurchased by OAO TGK-1 and/or into the additional shares in OAO TGK-1 (if
the shares in OAO TGK-1 placed at the disposal of OAO TGK-1 as a result of a takeover of JSC
TGK-1 Holding, as well as the shares acquired and/or repurchased by OAO TGK-1 are not
enough to convert all shares in JSC TGK-1 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-1 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-1 in accordance
with the Articles of Association of OAO TGK-1 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0261552883800093 ordinary shares in JSC TGK-1 Holding shall be converted into 1
ordinary share in OAO TGK-1, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0285600440926069 preference shares in JSC TGK-1 Holding shall be converted into 1
ordinary share in OAO TGK-1, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-1 receivable by each shareholder of JSC TGK-
1 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
1 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-1 receivable by any shareholder of JSC TGK-1
Holding the calculated number of shares to be held by such shareholder of JSC TGK-1 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-1.
    In case of issue of additional ordinary shares in OAO TGK-1 the number of ordinary shares in
OAO TGK-1 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-1 receivable by any shareholder of JSC TGK-1 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-1 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-1 placed at the disposal of OAO TGK-1
during a takeover of JSC TGK-1 Holding and/or repurchased and/or acquired by OAO TGK-1 to
the total number of ordinary shares in OAO TGK-1 necessary to convert into them all ordinary
and preference shares in JSC TGK-1 Holding. The number of ordinary shares in OAO TGK-1
from among the additional shares receivable by any shareholder of JSC TGK-1 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-1 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-1 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-1 receivable by such shareholder.
4.5. The shares in JSC TGK-1 Holding shall be recognized as converted into ordinary shares in
OAO TGK-1 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-1 Holding based on data from the JSC
TGK-1 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-1 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of



                                                                                                 130
JSC TGK-1 Holding by OAO TGK-1 approved by this resolution on behalf of JSC TGK-1
Holding
Number of votes held by the persons included in the list of persons   43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the          33,396,122,096
general meeting for this issue on the general meeting agenda        quorum was reached
      Number of votes cast for each voting option
   For                                       31,754,979,465                       95.0858%
   Against                                     836,191,040                        2.5039%
   Abstained                                   119,744,922                        0.3586%
The resolution was adopted.

For issue 40:
1. JSC TGK-2 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-2 (OGRN: 1057601091151) as provided for by
this resolution and the agreement for takeover of JSC TGK-2 Holding by OAO TGK-2.
2. The agreement for takeover of JSC TGK-2 Holding by OAO TGK-2 (Appendix 37) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-2 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-2 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-2.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-2 Holding
into the shares in OAO TGK-2 shall be defined:
4.1. All shares in JSC TGK-2 Holding shall be converted into the shares in OAO TGK-2 placed at
the disposal of OAO TGK-2 as a result of a takeover of JSC TGK-2 Holding, into the shares
acquired and/or repurchased by OAO TGK-2 and/or into the additional shares in OAO TGK-2 (if
the shares in OAO TGK-2 placed at the disposal of OAO TGK-2 as a result of a takeover of JSC
TGK-2 Holding, as well as the shares acquired and/or repurchased by OAO TGK-2 are not
enough to convert all shares in JSC TGK-2 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-2 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-2 in accordance
with the Articles of Association of OAO TGK-2 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0770245182871711 ordinary shares in JSC TGK-2 Holding shall be converted into 1
ordinary share in OAO TGK-2, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0841062658737400 preference shares in JSC TGK-2 Holding shall be converted into 1
ordinary share in OAO TGK-2, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-2 receivable by each shareholder of JSC TGK-
2 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
2 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-2 receivable by any shareholder of JSC TGK-2
Holding the calculated number of shares to be held by such shareholder of JSC TGK-2 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;


                                                                                                 131
   -    if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO TGK-2.
    In case of issue of additional ordinary shares in OAO TGK-2 the number of ordinary shares in
OAO TGK-2 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-2 receivable by any shareholder of JSC TGK-2 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-2 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-2 placed at the disposal of OAO TGK-2
during a takeover of JSC TGK-2 Holding and/or repurchased and/or acquired by OAO TGK-2 to
the total number of ordinary shares in OAO TGK-2 necessary to convert into them all ordinary
and preference shares in JSC TGK-2 Holding. The number of ordinary shares in OAO TGK-2
from among the additional shares receivable by any shareholder of JSC TGK-2 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-2 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-2 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-2 receivable by such shareholder.
4.5. The shares in JSC TGK-2 Holding shall be recognized as converted into ordinary shares in
OAO TGK-2 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-2 Holding based on data from the JSC
TGK-2 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-2 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-2 Holding by OAO TGK-2 approved by this resolution on behalf of JSC TGK-2
Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
       Number of votes cast for each voting option
   For                                     31,751,241,871                      95.0746%
   Against                                   835,497,616                       2.5018%
   Abstained                                 119,368,003                       0.3574%
The resolution was adopted.

For issue 41:
1. JSC Mosenergo Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO Mosenergo (OGRN: 1027700302420) as
provided for by this resolution and the agreement for takeover of JSC Mosenergo Holding by
OAO Mosenergo.
2. The agreement for takeover of JSC Mosenergo Holding by OAO Mosenergo (Appendix 38)
shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Mosenergo Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC Mosenergo Holding under which the rights and duties of
RAO UES of Russia transfer to OAO Mosenergo.
    The deed of delivery (Appendix A) shall be approved.


                                                                                             132
4. The following procedure and conditions for the conversion of shares in JSC Mosenergo
Holding into the shares in OAO Mosenergo shall be defined:
4.1. All shares in JSC Mosenergo Holding shall be converted into the shares in OAO Mosenergo
placed at the disposal of OAO Mosenergo as a result of a takeover of JSC Mosenergo Holding,
into the shares acquired and/or repurchased by OAO Mosenergo and/or into the additional shares
in OAO Mosenergo (if the shares in OAO Mosenergo placed at the disposal of OAO Mosenergo
as a result of a takeover of JSC Mosenergo Holding, as well as the shares acquired and/or
repurchased by OAO Mosenergo are not enough to convert all shares in JSC Mosenergo Holding
in accordance with the approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Mosenergo they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO Mosenergo in accordance
with the Articles of Association of OAO Mosenergo and the laws of the Russian Federation.
4.3. Share conversion ratios:
         2.9763321903943500 ordinary shares in JSC Mosenergo Holding shall be converted into
1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble;
         3.2499805529529900 preference shares in JSC Mosenergo Holding shall be converted
into 1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO Mosenergo receivable by each shareholder of JSC
Mosenergo Holding shall be calculated by dividing the number of a certain category of shares in
JSC Mosenergo Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO Mosenergo receivable by any shareholder of JSC
Mosenergo Holding the calculated number of shares to be held by such shareholder of JSC
Mosenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded off
in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO Mosenergo.
    In case of issue of additional ordinary shares in OAO Mosenergo the number of ordinary
shares in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased
and/or acquired by OAO Mosenergo receivable by any shareholder of JSC Mosenergo Holding
shall be a part of the integer determined by multiplying the number of ordinary shares in OAO
Mosenergo receivable by such shareholder in accordance with sub-paragraph one of this
paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO Mosenergo
placed at the disposal of OAO Mosenergo during a takeover of JSC Mosenergo Holding and/or
repurchased and/or acquired by OAO Mosenergo to the total number of ordinary shares in OAO
Mosenergo necessary to convert into them all ordinary and preference shares in JSC Mosenergo
Holding. The number of ordinary shares in OAO Mosenergo from among the additional shares
receivable by any shareholder of JSC Mosenergo Holding shall be determined as the difference
between the number of ordinary shares in OAO Mosenergo receivable by such shareholder in
accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares
in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO Mosenergo receivable by such shareholder.
4.5. The shares in JSC Mosenergo Holding shall be recognized as converted into ordinary shares
in OAO Mosenergo on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC Mosenergo Holding based on data from the
JSC Mosenergo Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC Mosenergo Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of

                                                                                               133
JSC Mosenergo Holding by OAO Mosenergo approved by this resolution on behalf of JSC
Mosenergo Holding.
Number of votes held by the persons included in the list of persons   43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the           33,396,122,096
general meeting for this issue on the general meeting agenda        quorum was reached
      Number of votes cast for each voting option
   For                                       31,754,526,658                       95.0845%
   Against                                     836,303,710                        2.5042%
   Abstained                                   119,301,376                        0.3572%
The resolution was adopted.
For issue 42:
1. JSC TGK-4 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-4 (OGRN: 1056882304489) as provided for by
this resolution and the agreement for takeover of JSC TGK-4 Holding by OAO TGK-4.
2. The agreement for takeover of JSC TGK-4 Holding by OAO TGK-4 (Appendix 39) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-4 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-4 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-4.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-4 Holding
into the shares in OAO TGK-4 shall be defined:
4.1. All shares in JSC TGK-4 Holding shall be converted into the shares in OAO TGK-4 placed at
the disposal of OAO TGK-4 as a result of a takeover of JSC TGK-4 Holding, into the shares
acquired and/or repurchased by OAO TGK-4 and/or into the additional shares in OAO TGK-4 (if
the shares in OAO TGK-4 placed at the disposal of OAO TGK-4 as a result of a takeover of JSC
TGK-4 Holding, as well as the shares acquired and/or repurchased by OAO TGK-4 are not
enough to convert all shares in JSC TGK-4 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-4 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-4 in accordance
with the Articles of Association of OAO TGK-4 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0630299268892396 ordinary shares in JSC TGK-4 Holding shall be converted into 1
ordinary share in OAO TGK-4, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0688249911435245 preference shares in JSC TGK-4 Holding shall be converted into 1
ordinary share in OAO TGK-4, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-4 receivable by each shareholder of JSC TGK-
4 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
4 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-4 receivable by any shareholder of JSC TGK-4
Holding the calculated number of shares to be held by such shareholder of JSC TGK-4 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;


                                                                                                 134
   -    if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO TGK-4.
    In case of issue of additional ordinary shares in OAO TGK-4 the number of ordinary shares in
OAO TGK-4 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-4 receivable by any shareholder of JSC TGK-4 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-4 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-4 placed at the disposal of OAO TGK-4
during a takeover of JSC TGK-4 Holding and/or repurchased and/or acquired by OAO TGK-4 to
the total number of ordinary shares in OAO TGK-4 necessary to convert into them all ordinary
and preference shares in JSC TGK-4 Holding. The number of ordinary shares in OAO TGK-4
from among the additional shares receivable by any shareholder of JSC TGK-4 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-4 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-4 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-4 receivable by such shareholder.
4.5. The shares in JSC TGK-4 Holding shall be recognized as converted into ordinary shares in
OAO TGK-4 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-4 Holding based on data from the JSC
TGK-4 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-4 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-4 Holding by OAO TGK-4 approved by this resolution on behalf of JSC TGK-4
Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
       Number of votes cast for each voting option
   For                                     31,751,813,272                      95.0763%
   Against                                   834,508,876                       2.4988%
   Abstained                                 119,557,861                       0.3580%
The resolution was adopted.

For issue 43:
1. JSC TGK-6 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-6 (OGRN: 1055230028006) as provided for by
this resolution and the agreement for takeover of JSC TGK-6 Holding by OAO TGK-6.
6. The agreement for takeover of JSC TGK-6 Holding by OAO TGK-6 (Appendix 40) shall be
    approved.
7.      It shall be specified that the separation balance sheet of RAO UES of Russia containing
the provisions on the appointment of JSC TGK-6 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-6 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-6.
    The deed of delivery (Appendix A) shall be approved.
8.      The following procedure and conditions for the conversion of shares in JSC TGK-6
Holding into the shares in OAO TGK-6 shall be defined:

                                                                                             135
4.1. All shares in JSC TGK-6 Holding shall be converted into the shares in OAO TGK-6 placed at
the disposal of OAO TGK-6 as a result of a takeover of JSC TGK-6 Holding, into the shares
acquired and/or repurchased by OAO TGK-6 and/or into the additional shares in OAO TGK-6 (if
the shares in OAO TGK-6 placed at the disposal of OAO TGK-6 as a result of a takeover of JSC
TGK-6 Holding, as well as the shares acquired and/or repurchased by OAO TGK-6 are not
enough to convert all shares in JSC TGK-6 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-6 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-6 in accordance
with the Articles of Association of OAO TGK-6 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0652490253181803 ordinary shares in JSC TGK-6 Holding shall be converted into 1
ordinary share in OAO TGK-6, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0712481167483952 preference shares in JSC TGK-6 Holding shall be converted into 1
ordinary share in OAO TGK-6, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-6 receivable by each shareholder of JSC TGK-
6 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
6 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-6 receivable by any shareholder of JSC TGK-6
Holding the calculated number of shares to be held by such shareholder of JSC TGK-6 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-6.
    In case of issue of additional ordinary shares in OAO TGK-6 the number of ordinary shares in
OAO TGK-6 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-6 receivable by any shareholder of JSC TGK-6 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-6 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-6 placed at the disposal of OAO TGK-6
during a takeover of JSC TGK-6 Holding and/or repurchased and/or acquired by OAO TGK-6 to
the total number of ordinary shares in OAO TGK-6 necessary to convert into them all ordinary
and preference shares in JSC TGK-6 Holding. The number of ordinary shares in OAO TGK-6
from among the additional shares receivable by any shareholder of JSC TGK-6 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-6 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-6 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-6 receivable by such shareholder.
4.5. The shares in JSC TGK-6 Holding shall be recognized as converted into ordinary shares in
OAO TGK-6 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-6 Holding based on data from the JSC
TGK-6 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-6 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-6 Holding by OAO TGK-6 approved by this resolution on behalf of JSC TGK-6
Holding.
Number of votes held by the persons included in the list of persons            43,116,903,368

                                                                                                 136
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                 33,396,122,096
general meeting for this issue on the general meeting agenda             quorum was reached
     Number of votes cast for each voting option
   For                                      31,755,961,310                      95.0888%
   Against                                    834,215,377                        2.4979%
   Abstained                                  120,530,213                        0.3609%
The resolution was adopted.
For issue 44:
1. JSC Voljskaya TGK Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Volzhskaya TGK (OGRN:
1056315070350) as provided for by this resolution and the agreement for takeover of JSC
Voljskaya TGK Holding by OAO Volzhskaya TGK.
2.     The agreement for takeover of JSC Voljskaya TGK Holding by OAO Volzhskaya TGK
(Appendix 41) shall be approved.
3.     It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Voljskaya TGK Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Voljskaya TGK Holding under which the rights
and duties of RAO UES of Russia transfer to OAO Volzhskaya TGK.
    The deed of delivery (Appendix A) shall be approved.
4.     The following procedure and conditions for the conversion of shares in JSC Voljskaya TGK
Holding into the shares in OAO Volzhskaya TGK shall be defined:
4.1. All shares in JSC Voljskaya TGK Holding shall be converted into the shares in OAO
Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC
Voljskaya TGK Holding, into the shares acquired and/or repurchased by OAO Volzhskaya TGK
and/or into the additional shares in OAO Volzhskaya TGK (if the shares in OAO Volzhskaya
TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC Voljskaya
TGK Holding, as well as the shares acquired and/or repurchased by OAO Volzhskaya TGK are
not enough to convert all shares in JSC Voljskaya TGK Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Volzhskaya TGK they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Volzhskaya TGK in
accordance with the Articles of Association of OAO Volzhskaya TGK and the laws of the
Russian Federation.
4.3. Share conversion ratios:
         2.9903697466398600 ordinary shares in JSC Voljskaya TGK Holding shall be converted
into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble;
         3.2653087427821100 preference shares in JSC Voljskaya TGK Holding shall be
converted into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO Volzhskaya TGK receivable by each shareholder of
JSC Voljskaya TGK Holding shall be calculated by dividing the number of a certain category of
shares in JSC Voljskaya TGK Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding the calculated number of shares to be held by such shareholder of JSC
Voljskaya TGK Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;

                                                                                               137
   -    if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
    - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO Volzhskaya TGK.
   In case of issue of additional ordinary shares in OAO Volzhskaya TGK the number of
ordinary shares in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding shall be a part of the integer determined by multiplying the number of
ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in accordance with sub-
paragraph one of this paragraph (after round-off) by the ratio of the total number of ordinary
shares in OAO Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK during a
takeover of JSC Voljskaya TGK Holding and/or repurchased and/or acquired by OAO
Volzhskaya TGK to the total number of ordinary shares in OAO Volzhskaya TGK necessary to
convert into them all ordinary and preference shares in JSC Voljskaya TGK Holding. The number
of ordinary shares in OAO Volzhskaya TGK from among the additional shares receivable by any
shareholder of JSC Voljskaya TGK Holding shall be determined as the difference between the
number of ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in
accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares
in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or repurchased
and/or acquired by OAO Volzhskaya TGK receivable by such shareholder.
4.5. The shares in JSC Voljskaya TGK Holding shall be recognized as converted into ordinary
shares in OAO Volzhskaya TGK on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Voljskaya TGK Holding
based on data from the JSC Voljskaya TGK Holding Shareholder Register on the above-
mentioned date.
4.6. The shares in JSC Voljskaya TGK Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Voljskaya TGK Holding by OAO Volzhskaya TGK approved by this resolution on behalf of
JSC Voljskaya TGK Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
       Number of votes cast for each voting option
   For                                     31,753,799,760                      95.0823%
   Against                                   834,315,498                       2.4982%
   Abstained                                 120,180,661                       0.3599%
The resolution was adopted.

For issue 45:
9.    JSC UGK TGK-8 Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO YUGK TGK-8 (OGRN:
1053000012790) as provided for by this resolution and the agreement for takeover of JSC UGK
TGK-8 Holding by OAO YUGK TGK-8.
2.    The agreement for takeover of JSC UGK TGK-8 Holding by OAO YUGK TGK-8
(Appendix 42) shall be approved.
3.    It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC UGK TGK-8 Holding as the legal successor to RAO UES

                                                                                             138
of Russia will be a deed of delivery for JSC UGK TGK-8 Holding under which the rights and
duties of RAO UES of Russia transfer to OAO YUGK TGK-8.
The deed of delivery (Appendix A) shall be approved.
4.     The following procedure and conditions for the conversion of shares in JSC UGK TGK-8
Holding into the shares in OAO YUGK TGK-8 shall be defined:
4.1. All shares in JSC UGK TGK-8 Holding shall be converted into the shares in OAO YUGK
TGK-8 placed at the disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-
8 Holding, into the shares acquired and/or repurchased by OAO YUGK TGK-8 and/or into the
additional shares in OAO YUGK TGK-8 (if the shares in OAO YUGK TGK-8 placed at the
disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-8 Holding, as well as
the shares acquired and/or repurchased by OAO YUGK TGK-8 are not enough to convert all
shares in JSC UGK TGK-8 Holding in accordance with the approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO YUGK TGK-8 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO YUGK TGK-8 in
accordance with the Articles of Association of OAO YUGK TGK-8 and the laws of the Russian
Federation.
4.3. Share conversion ratios:
         0.0579291131548263 ordinary shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles;
         0.0632552010862921 preference shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO YUGK TGK-8 receivable by each shareholder of
JSC UGK TGK-8 Holding shall be calculated by dividing the number of a certain category of
shares in JSC UGK TGK-8 Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO YUGK TGK-8 receivable by any shareholder of JSC
UGK TGK-8 Holding the calculated number of shares to be held by such shareholder of JSC
UGK TGK-8 Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO YUGK TGK-8.
    In case of issue of additional ordinary shares in OAO YUGK TGK-8 the number of ordinary
shares in OAO YUGK TGK-8 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO YUGK TGK-8 receivable by any shareholder of JSC UGK
TGK-8 Holding shall be a part of the integer determined by multiplying the number of ordinary
shares in OAO YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph
one of this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
YUGK TGK-8 placed at the disposal of OAO YUGK TGK-8 during a takeover of JSC UGK
TGK-8 Holding and/or repurchased and/or acquired by OAO YUGK TGK-8 to the total number
of ordinary shares in OAO YUGK TGK-8 necessary to convert into them all ordinary and
preference shares in JSC UGK TGK-8 Holding. The number of ordinary shares in OAO YUGK
TGK-8 from among the additional shares receivable by any shareholder of JSC UGK TGK-8
Holding shall be determined as the difference between the number of ordinary shares in OAO
YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph one of this
paragraph (after round-off) and the number of shares in OAO YUGK TGK-8 from among the



                                                                                              139
shares placed at the disposal of and/or repurchased and/or acquired by OAO YUGK TGK-8
receivable by such shareholder.
4.5. The shares in JSC UGK TGK-8 Holding shall be recognized as converted into ordinary
shares in OAO YUGK TGK-8 on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC UGK TGK-8 Holding based
on data from the JSC UGK TGK-8 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC UGK TGK-8 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC UGK TGK-8 Holding by OAO YUGK TGK-8 approved by this resolution on behalf of JSC
UGK TGK-8 Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
     Number of votes cast for each voting option
   For                                     31,713,752,731                     94.9624%
   Against                                  848,412,505                       2.5405%
   Abstained                                120,610,078                       0.3611%
The resolution was adopted.

For issue 46:
1. JSC TGK-9 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-9 (OGRN: 1045900550024) as provided for by
this resolution and the agreement for takeover of JSC TGK-9 Holding by OAO TGK-9.
10.      The agreement for takeover of JSC TGK-9 Holding by OAO TGK-9 (Appendix 43) shall
be approved.
11.      It shall be specified that the separation balance sheet of RAO UES of Russia containing
the provisions on the appointment of JSC TGK-9 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-9 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-9.
    The deed of delivery (Appendix A) shall be approved.
12.      The following procedure and conditions for the conversion of shares in JSC TGK-9
Holding into the shares in OAO TGK-9 shall be defined:
4.1. All shares in JSC TGK-9 Holding shall be converted into the shares in OAO TGK-9 placed at
the disposal of OAO TGK-9 as a result of a takeover of JSC TGK-9 Holding, into the shares
acquired and/or repurchased by OAO TGK-9 and/or into the additional shares in OAO TGK-9 (if
the shares in OAO TGK-9 placed at the disposal of OAO TGK-9 as a result of a takeover of JSC
TGK-9 Holding, as well as the shares acquired and/or repurchased by OAO TGK-9 are not
enough to convert all shares in JSC TGK-9 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-9 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-9 in accordance
with the Articles of Association of OAO TGK-9 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0148511789603174 ordinary shares in JSC TGK-9 Holding shall be converted into 1
ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles;
         0.0162166182139303 preference shares in JSC TGK-9 Holding shall be converted into 1
ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles.


                                                                                            140
4.4. The number of ordinary shares in OAO TGK-9 receivable by each shareholder of JSC TGK-
9 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
9 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-9 receivable by any shareholder of JSC TGK-9
Holding the calculated number of shares to be held by such shareholder of JSC TGK-9 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-9.
    In case of issue of additional ordinary shares in OAO TGK-9 the number of ordinary shares in
OAO TGK-9 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-9 receivable by any shareholder of JSC TGK-9 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-9 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-9 placed at the disposal of OAO TGK-9
during a takeover of JSC TGK-9 Holding and/or repurchased and/or acquired by OAO TGK-9 to
the total number of ordinary shares in OAO TGK-9 necessary to convert into them all ordinary
and preference shares in JSC TGK-9 Holding. The number of ordinary shares in OAO TGK-9
from among the additional shares receivable by any shareholder of JSC TGK-9 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-9 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-9 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-9 receivable by such shareholder.
4.5. The shares in JSC TGK-9 Holding shall be recognized as converted into ordinary shares in
OAO TGK-9 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-9 Holding based on data from the JSC
TGK-9 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-9 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-9 Holding by OAO TGK-9 approved by this resolution on behalf of JSC TGK-9
Holding.
Number of votes held by the persons included in the list of persons            43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                     33,396,122,096
general meeting for this issue on the general meeting agenda                quorum was reached
      Number of votes cast for each voting option
   For                                       31,753,901,182                       95.0826%
   Against                                     834,580,052                        2.4990%
   Abstained                                   120,000,894                        0.3593%
The resolution was adopted.

For issue 47:
1. JSC TGK-10 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-10 (OGRN: 1058602102437) as provided for
by this resolution and the agreement for takeover of JSC TGK-10 Holding by OAO TGK-10.

                                                                                                 141
2.     The agreement for takeover of JSC TGK-10 Holding by OAO TGK-10 (Appendix 44) shall
be approved.
3.     It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-10 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-10 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-10.
    The deed of delivery (Appendix A) shall be approved.
4.     The following procedure and conditions for the conversion of shares in JSC TGK-10
Holding into the shares in OAO TGK-10 shall be defined:
4.1. All shares in JSC TGK-10 Holding shall be converted into the shares in OAO TGK-10
placed at the disposal of OAO TGK-10 as a result of a takeover of JSC TGK-10 Holding, into the
shares acquired and/or repurchased by OAO TGK-10 and/or into the additional shares in OAO
TGK-10 (if the shares in OAO TGK-10 placed at the disposal of OAO TGK-10 as a result of a
takeover of JSC TGK-10 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-10 are not enough to convert all shares in JSC TGK-10 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-10 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-10 in accordance
with the Articles of Association of OAO TGK-10 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         112.8506097943880000 ordinary shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six one-hundredths)
rubles;
         123.2262609678840000 preference shares in JSC TGK-10 Holding shall be converted
into 1 ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six one-
hundredths) rubles.
    If prior to the date of placement of shares in JSC TGK-10 Holding, the shares in OAO TGK-
10 are split through an increase in the par value of one ordinary share in OAO TGK-10 from 1.66
(one and sixty-six one-hundredths) rubles to 0.01 (one one-hundredths) rubles, conversion ratios
shall be as follows:
    0,6798229490978070 ordinary shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 0.01 (one one-hundredths) rubles;
    0,7423268716944830 preference shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-10 receivable by each shareholder of JSC
TGK-10 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-10 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-10 receivable by any shareholder of JSC TGK-10
Holding the calculated number of shares to be held by such shareholder of JSC TGK-10 Holding
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-10.
    In case of issue of additional ordinary shares in OAO TGK-10 the number of ordinary shares
in OAO TGK-10 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-10 receivable by any shareholder of JSC TGK-10 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-10
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after

                                                                                                142
round-off) by the ratio of the total number of ordinary shares in OAO TGK-10 placed at the
disposal of OAO TGK-10 during a takeover of JSC TGK-10 Holding and/or repurchased and/or
acquired by OAO TGK-10 to the total number of ordinary shares in OAO TGK-10 necessary to
convert into them all ordinary and preference shares in JSC TGK-10 Holding. The number of
ordinary shares in OAO TGK-10 from among the additional shares receivable by any shareholder
of JSC TGK-10 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-10 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-10 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-10 receivable by such
shareholder.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-10 Holding by OAO TGK-10 approved by this resolution on behalf of JSC TGK-10
Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
     Number of votes cast for each voting option
   For                                     31,753,622,747                     95.0818%
   Against                                  834,346,050                       2.4983%
   Abstained                                120,378,555                       0.3605%
The resolution was adopted.

For issue 48:
1. JSC TGK-11 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-11 (OGRN: 1055406226237) as provided for
by this resolution and the agreement for takeover of JSC TGK-11 Holding by OAO TGK-11.
2. The agreement for takeover of JSC TGK-11 Holding by OAO TGK-11 (Appendix 45) shall
be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-11 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-11 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-11.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-11 Holding
into the shares in OAO TGK-11 shall be defined:
4.1. All shares in JSC TGK-11 Holding shall be converted into the shares in OAO TGK-11
placed at the disposal of OAO TGK-11 as a result of a takeover of JSC TGK-11 Holding, into the
shares acquired and/or repurchased by OAO TGK-11 and/or into the additional shares in OAO
TGK-11 (if the shares in OAO TGK-11 placed at the disposal of OAO TGK-11 as a result of a
takeover of JSC TGK-11 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-11 are not enough to convert all shares in JSC TGK-11 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-11 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-11 in accordance
with the Articles of Association of OAO TGK-11 and the laws of the Russian Federation.
4.3. Share conversion ratios:
        0.1616458402794180 ordinary shares in JSC TGK-11 Holding shall be converted into 1
ordinary share in OAO TGK-11, each with a par value of 0.01 (one one-hundredths) rubles;

                                                                                            143
         0.1765077967672170 preference shares in JSC TGK-11 Holding shall be converted into 1
ordinary share in OAO TGK-11, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-11 receivable by each shareholder of JSC
TGK-11 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-11 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-11 receivable by any shareholder of JSC TGK-11
Holding the calculated number of shares to be held by such shareholder of JSC TGK-11 Holding
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-11.
    In case of issue of additional ordinary shares in OAO TGK-11 the number of ordinary shares
in OAO TGK-11 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-11 receivable by any shareholder of JSC TGK-11 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-11
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO TGK-11 placed at the
disposal of OAO TGK-11 during a takeover of JSC TGK-11 Holding and/or repurchased and/or
acquired by OAO TGK-11 to the total number of ordinary shares in OAO TGK-11 necessary to
convert into them all ordinary and preference shares in JSC TGK-11 Holding. The number of
ordinary shares in OAO TGK-11 from among the additional shares receivable by any shareholder
of JSC TGK-11 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-11 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-11 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-11 receivable by such
shareholder.
4.5. The shares in JSC TGK-11 Holding shall be recognized as converted into ordinary shares in
OAO TGK-11 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-11 Holding based on data from the JSC
TGK-11 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-11 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-11 Holding by OAO TGK-11 approved by this resolution on behalf of JSC TGK-11
Holding.
Number of votes held by the persons included in the list of persons           43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                   33,396,122,096
general meeting for this issue on the general meeting agenda                quorum was reached
      Number of votes cast for each voting option
   For                                       31,757,098,645                      95.0922%
   Against                                    834,398,609                         2.4985%
   Abstained                                  119,900,027                         0.3590%
The resolution was adopted.

For issue 49:

                                                                                                144
1. JSC Kuzbassenergo Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Kuzbassenergo (OGRN:
1024200678260) as provided for by this resolution and the agreement for takeover of JSC
Kuzbassenergo Holding by OAO Kuzbassenergo.
2.     The agreement for takeover of JSC Kuzbassenergo Holding by OAO Kuzbassenergo
(Appendix 46) shall be approved.
3.     It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Kuzbassenergo Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Kuzbassenergo Holding under which the rights
and duties of RAO UES of Russia transfer to OAO Kuzbassenergo.
    The deed of delivery (Appendix A) shall be approved.
4.     The following procedure and conditions for the conversion of shares in JSC Kuzbassenergo
Holding into the shares in OAO Kuzbassenergo shall be defined:
4.1. All shares in JSC Kuzbassenergo Holding shall be converted into the shares in OAO
Kuzbassenergo placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC
Kuzbassenergo Holding, into the shares acquired and/or repurchased by OAO Kuzbassenergo
and/or into the additional shares in OAO Kuzbassenergo (if the shares in OAO Kuzbassenergo
placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC Kuzbassenergo
Holding, as well as the shares acquired and/or repurchased by OAO Kuzbassenergo are not
enough to convert all shares in JSC Kuzbassenergo Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Kuzbassenergo they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Kuzbassenergo in
accordance with the Articles of Association of OAO Kuzbassenergo and the laws of the Russian
Federation.
4.3. Share conversion ratios:
         143.0401832908600000 ordinary shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00)
ruble;
         156.1915082887740000 preference shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) ruble.
    If prior to the date of placement of shares in JSC Kuzbassenergo Holding, the shares in OAO
Kuzbassenergo are split through an increase in the par value of one ordinary share in OAO
Kuzbassenergo from one (1.00) ruble to 0.01 (one one-hundredths) rubles, conversion ratios shall
be as follows:
         1.4304018329086000 ordinary shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles;
         1.5619150828877400 preference shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO Kuzbassenergo receivable by each shareholder of
JSC Kuzbassenergo Holding shall be calculated by dividing the number of a certain category of
shares in JSC Kuzbassenergo Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO Kuzbassenergo receivable by any shareholder of JSC
Kuzbassenergo Holding the calculated number of shares to be held by such shareholder of JSC
Kuzbassenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;



                                                                                               145
   -    if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
    - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO Kuzbassenergo.
   In case of issue of additional ordinary shares in OAO Kuzbassenergo the number of ordinary
shares in OAO Kuzbassenergo from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO Kuzbassenergo receivable by any shareholder of JSC
Kuzbassenergo Holding shall be a part of the integer determined by multiplying the number of
ordinary shares in OAO Kuzbassenergo receivable by such shareholder in accordance with sub-
paragraph one of this paragraph (after round-off) by the ratio of the total number of ordinary
shares in OAO Kuzbassenergo placed at the disposal of OAO Kuzbassenergo during a takeover
of JSC Kuzbassenergo Holding and/or repurchased and/or acquired by OAO Kuzbassenergo to
the total number of ordinary shares in OAO Kuzbassenergo necessary to convert into them all
ordinary and preference shares in JSC Kuzbassenergo Holding. The number of ordinary shares in
OAO Kuzbassenergo from among the additional shares receivable by any shareholder of JSC
Kuzbassenergo Holding shall be determined as the difference between the number of ordinary
shares in OAO Kuzbassenergo receivable by such shareholder in accordance with sub-paragraph
one of this paragraph (after round-off) and the number of shares in OAO Kuzbassenergo from
among the shares placed at the disposal of and/or repurchased and/or acquired by OAO
Kuzbassenergo receivable by such shareholder.
4.5. The shares in JSC Kuzbassenergo Holding shall be recognized as converted into ordinary
shares in OAO Kuzbassenergo on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Kuzbassenergo Holding
based on data from the JSC Kuzbassenergo Holding Shareholder Register on the above-
mentioned date.
4.6. The shares in JSC Kuzbassenergo Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Kuzbassenergo Holding by OAO Kuzbassenergo approved by this resolution on behalf of
JSC Kuzbassenergo Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
       Number of votes cast for each voting option
   For                                     31,756,374,835                      95.0900%
   Against                                   835,189,804                       2.5009%
   Abstained                                 119,778,060                       0.3587%
The resolution was adopted.

For issue 50:
1. JSC Enisei TGK Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO Yeniseiskaya TGK (TGK-13) (OGRN:
1051901068020) as provided for by this resolution and the agreement for takeover of JSC Enisei
TGK Holding by OAO Yeniseiskaya TGK (TGK-13).
2.    The agreement for takeover of JSC Enisei TGK Holding by OAO Yeniseiskaya TGK
(TGK-13) (Appendix 47) shall be approved.
3.    It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Enisei TGK Holding as the legal successor to RAO UES of

                                                                                             146
Russia will be a deed of delivery for JSC Enisei TGK Holding under which the rights and duties
of RAO UES of Russia transfer to OAO Yeniseiskaya TGK (TGK-13).
    The deed of delivery (Appendix A) shall be approved.
4.     The following procedure and conditions for the conversion of shares in JSC Enisei TGK
Holding into the shares in OAO Yeniseiskaya TGK (TGK-13) shall be defined:
4.1. All shares in JSC Enisei TGK Holding shall be converted into the shares in OAO
Yeniseiskaya TGK (TGK-13) received by OAO Yeniseiskaya TGK (TGK-13) as a result of a
takeover of JSC Enisei TGK Holding, into the shares acquired and/or repurchased by OAO
Yeniseiskaya TGK (TGK-13) and/or into the additional shares in OAO Yeniseiskaya TGK
(TGK-13) (if the shares in OAO Yeniseiskaya TGK (TGK-13) placed at the disposal of OAO
Yeniseiskaya TGK (TGK-13) as a result of a takeover of JSC Enisei TGK Holding, as well as the
shares acquired and/or repurchased by OAO Yeniseiskaya TGK (TGK-13) are not enough to
convert all shares in JSC Enisei TGK Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) they
shall provide to the shareholders the same rights as the outstanding ordinary shares in OAO
Yeniseiskaya TGK (TGK-13) in accordance with the Articles of Association of OAO
Yeniseiskaya TGK (TGK-13) and the laws of the Russian Federation.
4.3. Share conversion ratios:
         13138.9421196598000000 ordinary shares in JSC Enisei TGK Holding shall be converted
into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 226.42
(two-hundred and twenty-six and forty-two one-hundredths) rubles;
         14346.9557978378000000 preference shares in JSC Enisei TGK Holding shall be
converted into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of
226.42 (two-hundred and twenty-six and forty-two one-hundredths) rubles.
    If prior to the date of placement of shares in JSC Enisei TGK Holding the shares are split
OAO Yeniseiskaya TGK (TGK-13) through an increase in the par value of one ordinary share in
OAO Yeniseiskaya TGK (TGK-13) from 226.42 (two-hundred and twenty-six and forty-two one-
hundredths) to 0.01 (one one-hundredths) rubles, conversion ratios shall be as follows:
         0.5802907039863900 ordinary shares in JSC Enisei TGK Holding shall be converted into
1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one one-
hundredths) rubles;
         0.6336434854623160 preference shares in JSC Enisei TGK Holding shall be converted
into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one
one-hundredths) rubles.
4.4. The number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) receivable by each
shareholder of JSC Enisei TGK (TGK-13) Holding shall be calculated by dividing the number of
a certain category of shares in JSC Enisei TGK (TGK-13) Holding owned by such shareholder by
the applicable conversion ratio.
    If in the calculation of shares in OAO Yeniseiskaya TGK (TGK-13) receivable by any
shareholder of JSC Enisei TGK (TGK-13) Holding the calculated number of shares to be held by
such shareholder of JSC Enisei TGK (TGK-13) Holding is a fraction, the fractional part of the
quantity of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO Yeniseiskaya TGK (TGK-13).
    In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) the
number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the shares placed
at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK-13)

                                                                                             147
receivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be a part of the integer
determined by multiplying the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13)
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK-
13) placed at the disposal of OAO Yeniseiskaya TGK (TGK-13) during a takeover of JSC Enisei
TGK (TGK-13) Holding and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK-
13) to the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) necessary to
convert into them all ordinary and preference shares in JSC Enisei TGK (TGK-13) Holding. The
number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the additional
shares receivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be determined
as the difference between the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13)
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) and the number of shares in OAO Yeniseiskaya TGK (TGK-13) from among the
shares placed at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK
(TGK-13) receivable by such shareholder.
4.5. The shares in JSC Enisei TGK Holding shall be recognized as converted into ordinary shares
in OAO Yeniseiskaya TGK (TGK-13) on the day on which an entry is made into the Unified
State Register of Legal Entities about the termination of operation of JSC Enisei TGK Holding
based on data from the JSC Enisei TGK Holding Shareholder Register on the above-mentioned
date.
4.6. The shares in JSC Enisei TGK Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Enisei TGK Holding by OAO Yeniseiskaya TGK (TGK-13) approved by this resolution on
behalf of JSC Enisei TGK Holding.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
     Number of votes cast for each voting option
   For                                     31,754,345,153                      95.0839%
   Against                                   834,720,977                       2.4995%
   Abstained                                 119,358,192                       0.3574%
The resolution was adopted.

For issue 51:
1. JSC TGK-14 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-14 (OGRN: 1047550031242) as provided for
by this resolution and the agreement for takeover of JSC TGK-14 Holding by OAO TGK-14.
2.    The agreement for takeover of JSC TGK-14 Holding by OAO TGK-14 (Appendix 48) shall
be approved.
3.    It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-14 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-14 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-14.
    The deed of delivery (Appendix A) shall be approved.
4.    The following procedure and conditions for the conversion of shares in JSC TGK-14
Holding into the shares in OAO TGK-14 shall be defined:
4.1. All shares in JSC TGK-14 Holding shall be converted into the shares in OAO TGK-14
placed at the disposal of OAO TGK-14 as a result of a takeover of JSC TGK-14 Holding, into the

                                                                                             148
shares acquired and/or repurchased by OAO TGK-14 and/or into the additional shares in OAO
TGK-14 (if the shares in OAO TGK-14 placed at the disposal of OAO TGK-14 as a result of a
takeover of JSC TGK-14 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-14 are not enough to convert all shares in JSC TGK-14 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-14 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-14 in accordance
with the Articles of Association of OAO TGK-14 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.1029482031352750 ordinary shares in JSC TGK-14 Holding shall be converted into 1
ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles;
         0.1124134124648120 preference shares in JSC TGK-14 Holding shall be converted into 1
ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles.
    4.4. The number of ordinary shares in OAO TGK-14 receivable by each shareholder of JSC
TGK-14 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-14 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-14 receivable by any shareholder of JSC TGK-14
Holding the calculated number of shares to be held by such shareholder of JSC TGK-14 Holding
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-14.
    In case of issue of additional ordinary shares in OAO TGK-14 the number of ordinary shares
in OAO TGK-14 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-14 receivable by any shareholder of JSC TGK-14 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-14
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO TGK-14 placed at the
disposal of OAO TGK-14 during a takeover of JSC TGK-14 Holding and/or repurchased and/or
acquired by OAO TGK-14 to the total number of ordinary shares in OAO TGK-14 necessary to
convert into them all ordinary and preference shares in JSC TGK-14 Holding. The number of
ordinary shares in OAO TGK-14 from among the additional shares receivable by any shareholder
of JSC TGK-14 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-14 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-14 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-14 receivable by such
shareholder.
4.5. The shares in JSC TGK-14 Holding shall be recognized as converted into ordinary shares in
OAO TGK-14 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-14 Holding based on data from the JSC
TGK-14 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-14 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-14 Holding by OAO TGK-14 approved by this resolution on behalf of JSC TGK-14
Holding.
Number of votes held by the persons included in the list of persons           43,116,903,368
entitled to participate in the general meeting

                                                                                                149
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda            quorum was reached
     Number of votes cast for each voting option
   For                                      31,750,402,601                     95.0721%
   Against                                   837,422,136                        2.5075%
   Abstained                                 119,384,259                        0.3575%
The resolution was adopted.

For issue 52:
1. JSC Inter RAO UES Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Sochinskaya TPP (OGRN:
1022302933630) as provided for by this resolution and the agreement for takeover of.
2.     The agreement for takeover of JSC Inter RAO UES Holding, RAO UES
INTERNATIONAL, OAO Severo-Zapadnaya CHPP, OAO Kaliningradskaya CHPP-2, OAO
Ivanovskie CCGTs by OAO Sochinskaya TPP (Appendix 49) shall be approved.
3.     It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Inter RAO UES Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Inter RAO UES Holding under which the rights
and duties of RAO UES of Russia transfer to OAO Sochinskaya TPP.
    The deed of delivery (Appendix A) shall be approved.
4.     The following procedure and conditions for the conversion of shares in JSC Inter RAO UES
Holding into the shares in OAO Sochinskaya TPP shall be defined:
4.1. All shares in JSC Inter RAO UES Holding shall be converted into the shares in OAO
Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP as a result of a takeover of JSC
Inter RAO UES Holding, as well as into the additional shares in OAO Sochinskaya TPP.
4.2. Additional ordinary shares in OAO Sochinskaya TPP shall provide to the shareholders the
same rights as the outstanding ordinary shares in OAO Sochinskaya TPP in accordance with the
Articles of Association of OAO Sochinskaya TPP and the laws of the Russian Federation.
4.3. Share conversion ratios:
         238.8667268847130000 ordinary shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of one thousand
(1,000) rubles;
         260.8284853512910000 preference shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of one thousand
(1,000) rubles.
    If prior to the date of placement of shares in JSC Inter RAO UES Holding, the shares in OAO
Sochinskaya TPP are split through an increase in the par value of one ordinary share in OAO
Sochinskaya TPP from one thousand (1,000) rubles to ten (10) kopecks, conversion ratios shall be
as follows:
         0.0238866726884713 ordinary shares in JSC Inter RAO UES Holding shall be converted
into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10) kopecks;
         0.0260828485351291 preference shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10)
kopecks.
4.4. The number of ordinary shares in OAO Sochinskaya TPP receivable by each shareholder of
JSC Inter RAO UES Holding shall be calculated by dividing the number of a certain category of
shares in JSC Inter RAO UES Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO Sochinskaya TPP receivable by any shareholder of JSC
Inter RAO UES Holding the calculated number of shares to be held by such shareholder of JSC

                                                                                              150
Inter RAO UES Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
    - if the period is followed by any number from 5 to 9, one shall be added to the integer and
        any numbers following the period shall be ignored;
    - if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
    - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO Sochinskaya TPP.
    The number of ordinary shares in OAO Sochinskaya TPP from among the shares placed at the
disposal of OAO Sochinskaya TPP receivable by any shareholder of JSC Inter RAO UES
Holding shall be a part of the integer determined by multiplying the number of ordinary shares in
OAO Sochinskaya TPP receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP during a takeover of JSC Inter
RAO UES Holding to the total number of ordinary shares in OAO Sochinskaya TPP necessary to
convert into them all ordinary and preference shares in JSC Inter RAO UES Holding.
    The number of ordinary shares in OAO Sochinskaya TPP from among the additional shares
receivable by any shareholder of JSC Inter RAO UES Holding shall be determined as the
difference between the number of ordinary shares in OAO Sochinskaya TPP receivable by such
shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and the
number of shares in OAO Sochinskaya TPP from among the shares placed at the disposal of
OAO Sochinskaya TPP receivable by such shareholder.
    The shares in OAO Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP
remaining after conversion shall be canceled.
4.5. The shares in JSC Inter RAO UES Holding shall be recognized as converted into ordinary
shares in OAO Sochinskaya TPP on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Inter RAO UES Holding
based on data from the JSC Inter RAO UES Holding Shareholder Register on the above-
mentioned date.
4.6. The shares in JSC Inter RAO UES Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Inter RAO UES Holding by OAO Sochinskaya TPP approved by this resolution on behalf of
JSC Inter RAO UES Holding.
Number of votes held by the persons included in the list of persons         43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                  33,396,122,096
general meeting for this issue on the general meeting agenda              quorum was reached
     Number of votes cast for each voting option
   For                                      31,756,266,102                      95.0897%
   Against                                    834,914,440                        2.5000%
   Abstained                                  118,537,578                        0.3549%
The resolution was adopted.

For issue 53:
1. RAO UES of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN:
1024701893336) as provided for by this resolution and the takeover agreement approved by this
resolution.


                                                                                               151
2.     Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the
adoption of a resolution on reorganization through a takeover by sending notifications by
registered mail and publish notice of reorganization of RAO UES of Russia in a periodical
intended for the publication of data concerning the state registration of legal entities.
3.     The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice
of the adopted resolution is published or within (30) days of the date on which notifications are
sent thereto shall be entitled to claim in writing the termination or early performance of the
respective obligations of RAO UES of Russia and reimbursement for their losses. Based on the
claims received from creditors RAO UES of Russia shall prepare a register of satisfied and
satisfiable creditors’ claims.
4.     In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock
Companies" the shareholders of RAO UES of Russia that vote against, while voting on the issue
on the agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate
in voting on the above-mentioned issue shall be entitled to demand that RAO UES of Russia
repurchase, in whole or in part, the shares owned by them in accordance with the procedure
established in conformity with the requirements of laws of the Russian Federation by the Board of
Directors of RAO UES of Russia in the notice of the upcoming Extraordinary General Meeting of
RAO UES of Russia. The list of persons that vote against, while voting on this issue on the
agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate in
voting on the above-mentioned issue shall be prepared by the registrar of RAO UES of Russia
based on data from the list of persons entitled to participate in the General Meeting of
Shareholders of RAO UES of Russia.
5.     Shares shall be repurchased at a price determined by the Board of Directors of RAO UES of
Russia in accordance with paragraph 3 of article 75 of the Federal Law "On Joint-Stock
Companies".
6.     The report on the results of submission of demands by the shareholders for the repurchase
of shares owned by them shall be approved by the Board of Directors of RAO UES of Russia not
later than December 15, 2007.
7.     The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC
Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk
Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission
Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO
Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh
Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission
Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO
Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO
Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban
Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission
Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO
Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni
Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg
Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza
Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg
Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission
Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission
Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO
Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission
Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company,
OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks,
OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO
Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO
Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission

                                                                                             152
Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the
Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk
Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC,
OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by
OAO FGC UES (Appendix 29) shall be approved.
8.     The deed of delivery of RAO UES of Russia to be reorganized through its takeover by
OAO FGC UES (Appendix B) shall be approved.
9.     The following procedure and conditions for the conversion of shares in RAO UES of Russia
into the shares in OAO FGC UES shall be defined:
         9.1. All shares in RAO UES of Russia shall be converted into the additional ordinary
         shares in OAO FGC UES.
         9.2. If RAO UES of Russia is taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding, all shares in RAO UES of Russia shall be converted into the additional
ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Gosudarstvennii Holding and RAO UES of Russia.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES
of Russia as a result of conversion the calculated number of shares to be held by such shareholder
of RAO UES of Russia is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
         -       if the period is followed by any number from 5 to 9, one shall be added to the
         integer and any numbers following the period shall be ignored;
         -       if the period is followed by any number from 0 to 4, only the integer shall be taken
         into consideration and any numbers following the period shall be ignored;
         -       if as a result of round-off no additionally issued shares are receivable by any
         shareholder, such shareholder shall receive one share in OAO FGC UES from among
         those placed at the disposal of OAO FGC UES.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of RAO UES of Russia and JSC Gosudarstvennii Holding (and as a result of a takeover
of any other target companies if such other companies are taken over together) which OAO FGC
UES will still have at its disposal after the conversion of shares in RAO UES of Russia (and after
the conversion of shares in any other target companies if such other companies are taken over
together) shall be canceled.
9.3. If RAO UES of Russia is not taken over by OAO FGC UES along with JSC Gosudarstvennii
Holding, all shares in RAO UES of Russia shall be converted into the additional ordinary shares
in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of RAO
UES of Russia and into the additional ordinary shares in OAO FGC UES.
    In this case the number of ordinary shares in OAO FGC UES receivable by each shareholder
of RAO UES of Russia shall be calculated by dividing the number of a certain category of shares
in RAO UES of Russia owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES
of Russia the calculated number of shares to be held by such shareholder of RAO UES of Russia
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
         -       if the period is followed by any number from 5 to 9, one shall be added to the
         integer and any numbers following the period shall be ignored;
         -       if the period is followed by any number from 0 to 4, only the integer shall be taken
         into consideration and any numbers following the period shall be ignored;
         -       if as a result of round-off no shares are receivable by any shareholder, such
         shareholder shall receive one share in OAO FGC UES.
    The number of ordinary shares in OAO FGC UES from among the shares placed at the
disposal of OAO FGC UES receivable by any shareholder of RAO UES of Russia shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO FGC UES

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receivable by such shareholder in accordance with sub-paragraph two of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at the
disposal of OAO FGC UES to the total number of ordinary shares in OAO FGC UES necessary
to convert into them all ordinary and preference shares in RAO UES of Russia.
    The number of ordinary shares in OAO FGC UES from among the additional shares
receivable by any shareholder of RAO UES of Russia shall be determined as the difference
between the number of ordinary shares in OAO FGC UES receivable by such shareholder in
accordance with sub-paragraph two of this paragraph (after round-off) and the number of shares
in OAO FGC UES from among the shares placed at the disposal of OAO FGC UES receivable by
such shareholder.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES remaining after
conversion shall be canceled.

    10. Share conversion ratios:
        0.4413044122847170 ordinary shares in RAO UES of Russia shall be converted into 1
ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles;
        0.4818785895225160 A preference shares in RAO UES of Russia shall be converted into
1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles.
    11. The shares in RAO UES of Russia shall be recognized as converted into ordinary shares in
        OAO FGC UES on the day on which an entry is made into the Unified State Register of
        Legal Entities about the termination of operation of RAO UES of Russia based on data
        from the RAO UES of Russia Shareholder Register on the above-mentioned date.
    12. The shares in RAO UES of Russia to be converted shall be canceled upon conversion.
13.     For the purposes of implementation of this resolution the completion of reorganization of
RAO UES of Russia through its takeover by OAO FGC UES shall be allowed not earlier than the
completion of reorganization of RAO UES of Russia through a spin-off of JSC Gosudarstvennii
Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC
Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3
Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding,
JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK
Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding, JSC
Inter RAO UES Holding, JSC Holding MRSK, JSC RAO Energy System of East, JSC
Centerenergyholding, JSC Sibenergyholding, JSC Intergeneration.
Number of votes held by the persons included in the list of persons       43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the                33,396,122,096
general meeting for this issue on the general meeting agenda           quorum was reached
     Number of votes cast for each voting option
   For                                     31,760,004,541                      95.1009%
   Against                                   837,427,486                       2.5076%
   Abstained                                 118,029,088                       0.3534%
The resolution was adopted.

         WORDINGS OF RESOLUTIONS ADOPTED BY THE MEETING:
For issue 1:

1. RAO UES of Russia shall be reorganized through a spin-off of JSC Gosudarstvennii Holding,
JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC Minoritarnii

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Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC
OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC
Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding,
JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding,
JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding, JSC Inter RAO
UES Holding, JSC Holding MRSK, JSC RAO Energy System of East, JSC Centerenergyholding,
JSC Sibenergyholding, JSC Intergeneration.
2. The following procedure and conditions of spin-off shall be established:
2.1. The shares in the companies to be established through a spin-off shall be placed by means of
    their allocation among the shareholders of RAO UES of Russia, as well as by means of their
    acquisition by RAO UES of Russia in accordance with the procedure and upon the conditions
    established by this resolution.
2.2. The property, rights and duties of RAO UES of Russia shall partly transfer to spun-off
    companies in accordance with the separation balance sheet.
2.3. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the
    adoption of a resolution on reorganization through a spin-off by sending notifications by
    registered mail and publish notice of reorganization of RAO UES of Russia in a periodical
    intended for the publication of data concerning the state registration of legal entities.
2.4. The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice
    of the adopted resolution is published or within (30) days of the date on which notifications
    are sent thereto shall be entitled to claim in writing the termination or early performance of the
    respective obligations of RAO UES of Russia and reimbursement for their losses. Based on
    the claims received from creditors RAO UES of Russia shall prepare a register of satisfied and
    satisfiable creditors’ claims.
2.5. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock Companies"
    the shareholders of RAO UES of Russia that vote against, while voting on issues 1; 30-52 on
    the agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate
    in voting on the above-mentioned issues shall be entitled to demand that RAO UES of Russia
    repurchase, in whole or in part, the shares owned by them in accordance with the procedure
    established in conformity with the requirements of laws of the Russian Federation by the
    Board of Directors of RAO UES of Russia in the notice of the upcoming Extraordinary
    General Meeting of RAO UES of Russia. The list of persons that vote against, while voting on
    issues 1; 30-52 on the agenda of the Extraordinary General Meeting of RAO UES of Russia,
    or do not participate in voting on the above-mentioned issues shall be prepared by the registrar
    of RAO UES of Russia based on data from the list of persons entitled to participate in the
    General Meeting of Shareholders of RAO UES of Russia which adopted resolutions on the
    reorganization of RAO UES of Russia and the companies to be established by means of
    reorganization of RAO UES of Russia through a spin-off.
2.6. Shares shall be repurchased at a price determined by the Board of Directors of RAO UES of
    Russia in accordance with paragraph 3 of article 75 of the Federal Law "On Joint-Stock
    Companies".
2.7. The report on the results of submission of demands by the shareholders for the repurchase of
    shares owned by them shall be approved by the Board of Directors of RAO UES of Russia not
    later than December 15, 2007.
3. The following legal entities shall be established through a spin-off from RAO UES of Russia:
     - JSC Gosudarstvennii Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101,
     korp. 3;
     - JSC Gosudarstvennii Holding GidroOGK located at: 119526, Moscow, prospekt
     Vernadskogo, d. 101, korp. 3;
     - JSC Minoritarnii Holding FGC UES located at: 119526, Moscow, prospekt Vernadskogo, d.
     101, korp. 3;



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    - JSC Minoritarnii Holding GidroOGK located at: 119526, Moscow, prospekt Vernadskogo,
    d. 101, korp. 3;
    - JSC OGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC OGK-2 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC OGK-3 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC OGK-4 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC OGK-6 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC TGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC TGK-2 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC Mosenergo Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp.
    3;
    - JSC TGK-4 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC TGK-6 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC Voljskaya TGK Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101,
    korp. 3;
    - JSC UGK TGK-8 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101,
    korp. 3;
    - JSC TGK-9 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC TGK-10 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC TGK-11 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC Kuzbassenergo Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101,
    korp. 3;
    - JSC Enisei TGK Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp.
    3;
    - JSC TGK-14 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC Inter RAO UES Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101,
    korp. 3;
    - JSC Holding MRSK located at: 117630, Moscow, ul. Akademika Chelomeya, 5A;
    - JSC RAO Energy System of East located at: 675000, the Amur Region, Blagoveshchensk,
    ul. Shevchenko, 28;
    - JSC Centerenergyholding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp.
    3;
    - JSC Sibenergyholding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3;
    - JSC Intergeneration located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3.
3.1. It shall be specified that the Board of Directors of each company to be established (JSC
   Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
   Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2
   Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1
   Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6
   Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC
   TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK
   Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC Holding MRSK, JSC
   RAO Energy System of East, JSC Centerenergyholding, JSC Sibenergyholding, JSC
   Intergeneration) will be composed of fifteen (15) members.
3.2. It shall be specified that the Internal Audit Commission of each company to be established
   (JSC Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
   Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2
   Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1
   Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6
   Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC
   TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK
   Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC Holding MRSK, JSC

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    RAO Energy System of East, JSC Centerenergyholding, JSC Sibenergyholding, JSC
    Intergeneration) will be composed of five (5) members.
3.3. The following procedure and ratios for the allocation of shares in each company to be
    established shall be set:
3.3.1. The shares in JSC Holding MRSK, JSC Inter RAO UES Holding, JSC RAO Energy
     System of East shall be allocated to each shareholder of RAO UES of Russia that participates
     in voting on the issue of reorganization of RAO UES of Russia through a spin-off and votes
     For or Abstains, while voting on the above-mentioned issue, upon the following conditions:
3.3.1.1. One (1) ordinary share in each spun-off company to be established by means of
          reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.1
          shall be allocated for one (1) ordinary share in RAO UES of Russia.
3.3.1.2. One (1) preference share in each spun-off company to be established by means of
          reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.1
          shall be allocated for one (1) preference share in RAO UES of Russia.
3.3.2. The shares in each company to be established through a spin-off shall be allocated to each
   shareholder of RAO UES of Russia that votes Against the adoption of a resolution on the
   reorganization of RAO UES of Russia through a spin-off or does not participate in voting on
   the above-mentioned issue upon the following conditions:
3.3.2.1. One (1) ordinary share in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding
          GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC
          OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC
          Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK
          Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC
          TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14
          Holding       shall      be      allocated      for   (41,041,753,984 + 2,075,149,384)/
          (12,516,366,381 + 1,429,906,060) ordinary shares in RAO UES of Russia.
3.3.2.2. One (1) preference share in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii
          Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding,
          JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding,
          JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya
          TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding,
          JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC
          TGK-14 Holding shall be allocated for (41,041,753,984 + 2,075,149,384)/
          (12,516,366,381 + 1,429,906,060) preference shares in RAO UES of Russia.
3.3.2.3. One (1) ordinary share in JSC Inter RAO UES Holding, JSC Holding MRSK and JSC
          RAO Energy System of East shall be allocated for one (1) ordinary share in RAO UES
          of Russia.
3.3.2.4. One (1) preference share in JSC Inter RAO UES Holding, JSC Holding MRSK and JSC
          RAO Energy System of East shall be allocated for one (1) preference share in RAO UES
          of Russia.
3.3.2.5. One (1) ordinary share in JSC Intergeneration shall be allocated for
          (41,041,753,984 + 2,075,149,384)/ (144,339,247,437 + 7,298,352,563) ordinary shares
          in RAO UES of Russia.
3.3.2.6. One (1) preference share in JSC Intergeneration shall be allocated for
          (41,041,753,984 + 2,075,149,384)/ (144,339,247,437 + 7,298,352,563) preference shares
          in RAO UES of Russia.
3.3.2.7. One (1) ordinary share in JSC Centerenergyholding shall be allocated for
          (41,041,753,984 + 2,075,149,384)/ (43,052,299,755 + 2,177,091,245) ordinary shares in
          RAO UES of Russia.
3.3.2.8. One (1) preference share in JSC Centerenergyholding shall be allocated for
          (41,041,753,984 + 2,075,149,384)/ (43,052,299,755 + 2,177,091,245) preference shares
          in RAO UES of Russia.

                                                                                             157
 3.3.2.9. One (1) ordinary share in JSC Sibenergyholding shall be allocated for
          (41,041,753,984 + 2,075,149,384)/ (39,656,248,581 + 2,005,380,419) ordinary shares in
          RAO UES of Russia.
 3.3.2.10. One (1) preference share in JSC Sibenergyholding shall be allocated for
          (41,041,753,984 + 2,075,149,384)/ (39,656,248,581 + 2,005,380,419) preference shares
          in RAO UES of Russia.
 3.3.2.11. One (1) ordinary share in each of JSC Gosudarstvennii Holding and JSC
          Gosudarstvennii         Holding      GidroOGK        shall     be       allocated     for
          (41,041,753,984 + 2,075,149,384)/ (216,221,460,949 + 10,932,854,421) ordinary shares
          in RAO UES of Russia.
 3.3.2.12. One (1) preference share in each of JSC Gosudarstvennii Holding and JSC
          Gosudarstvennii         Holding      GidroOGK        shall     be       allocated     for
          (41,041,753,984 + 2,075,149,384)/ (216,221,460,949 + 10,932,854,421) preference
          shares in RAO UES of Russia.
3.3.3. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK,
        JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding,
        JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo
        Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC
        UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
        Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding
        shall be allocated to each shareholder of RAO UES of Russia (with the exception of the
        Russian Federation, OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK
        NICKEL and MADAKE ENTERPRISES COMPANY LIMITED unless they reduce the
        number of shares owned by them, which is specified in this paragraph below) that votes
        For or Abstains, while voting on the issue of reorganization of RAO UES of Russia
        through a spin-off, upon the following conditions:
 3.3.3.1. One (1) ordinary share in each spun-off company to be established as a result of
        reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.3 shall
        be allocated for (12,516,066,381 + OS1 + OS2 + OS3)/(12,516,066,381 – PS1) ordinary
        shares in RAO UES of Russia.
 3.3.3.2. One (1) preference share in each spun-off company to be established as a result of
        reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.3 shall
        be allocated for (1,429,606,060 + PS1 + PS2 + PS3)/(1,429,606,060 – PC2) preference
        shares in RAO UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia (the number of ordinary shares
in RAO UES of Russia owned by OOO Gazoenergeticheskaya Kompaniya). These shares shall
be used in the ratio if as of the date determined in accordance with paragraph 3.6 of this
resolution OOO Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares
in RAO UES of Russia and/or less than 100 preference shares in RAO UES of Russia.
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia (the number of ordinary shares
in RAO UES of Russia owned by OJSC MMC NORILSK NICKEL). These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia
and/or less than 500,000,000 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia (the number of ordinary shares in
RAO UES of Russia owned by MADAKE ENTERPRISES COMPANY LIMITED). These
shares shall be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than 416,590,290
ordinary shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO UES of
Russia.



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    PS1 – 100 preference shares in RAO UES of Russia (the number of preference shares in RAO
UES of Russia owned by OOO Gazoenergeticheskaya Kompaniya). These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia (the number of preference shares
in RAO UES of Russia owned by OJSC MMC NORILSK NICKEL). These shares shall be used
in the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia
and/or less than 500,000,000 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia (the number of preference shares in
RAO UES of Russia owned by MADAKE ENTERPRISES COMPANY LIMITED). These
shares shall be used in the ratio if as of the date determined in accordance with paragraph 3.6 of
this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than 416,590,290
ordinary shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO UES of
Russia.
    PC1 – the number of ordinary shares in the spun-off company concerned to be placed with
OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE
ENTERPRISES COMPANY LIMITED in accordance with paragraph 3.3.2.1 of this resolution.
These shares shall be used in the ratio unless as of the date determined in accordance with
paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK
NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in
RAO UES of Russia owned by them, which is specified in this paragraph of this resolution.
    PC2 – the number of preference shares in the spun-off company concerned to be placed with
OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE
ENTERPRISES COMPANY LIMITED in accordance with paragraph 3.3.2.2 of this resolution.
These shares shall be used in the ratio unless as of the date determined in accordance with
paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK
NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in
RAO UES of Russia owned by them, which is specified in this paragraph of this resolution.
3.3.4. The shares in JSC Gosudarstvennii Holding and JSC Gosudarstvennii Holding GidroOGK
        shall be allocated to the Russian Federation upon the following conditions:
 3.3.4.1. One (1) ordinary share in each spun-off company to be established as a result of
        reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.4 shall
        be allocated for 22,569,848,313/(216,221,160,949 – P1) ordinary shares in RAO UES of
        Russia.
 3.3.4.2. One (1) preference share in each spun-off company to be established as a result of
        reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.4 shall
        be allocated for 145,523,224/(10,932,554,421– P2) preference shares in RAO UES of
        Russia.
    Where:
    P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.11 of this resolution.
    P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.12 of this resolution.
3.3.5. The shares in JSC Centerenergyholding shall be allocated to OOO Gazoenergeticheskaya
      Kompaniya if it votes For or Abstains, while voting on the issue of reorganization of RAO
      UES of Russia through a spin-off, and as of the date determined in accordance with
      paragraph 3.6 of this resolution does not reduce the number of shares owned by it, which is
      specified in paragraph 3.3.3 of this resolution, upon the following conditions:
3.3.5.1. One (1) ordinary share in JSC Centerenergyholding shall be allocated for
4,522,879,000/(43,051,999,755 – P1) ordinary shares in RAO UES of Russia.

                                                                                              159
3.3.5.2. One (1) preference share in JSC Centerenergyholding shall be allocated for
100/(2,176,791,245 – P2) preference shares in RAO UES of Russia.
   Where:
   P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.7 of this resolution.
   P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.8 of this resolution.
3.3.6. The shares in JSC Intergeneration shall be allocated to OJSC MMC NORILSK NICKEL if
      it votes For or Abstains, while voting on the issue of reorganization of RAO UES of Russia
      through a spin-off, and as of the date determined in accordance with paragraph 3.6 of this
      resolution does not reduce the number of shares owned by it, which is specified in
      paragraph 3.3.3 of this resolution, upon the following conditions:
3.3.6.1. One (1) ordinary share in JSC Intergeneration shall be allocated for
1,016,370,000/(144,338,947,437 – P1) ordinary shares in RAO UES of Russia.
3.3.6.2. One (1) preference share in JSC Intergeneration shall be allocated for
500,000,000/(7,298,052,563 – P2) preference shares in RAO UES of Russia.
   Where:
   P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.5 of this resolution.
   P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.6 of this resolution.
3.3.7. The shares in JSC Sibenergyholding shall be allocated to MADAKE ENTERPRISES
      COMPANY LIMITED if it votes For or Abstains, while voting on the issue of
      reorganization of RAO UES of Russia through a spin-off, and as of the date determined in
      accordance with paragraph 3.6 of this resolution does not reduce the number of shares
      owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the following
      conditions:
3.3.7.1. One (1) ordinary share in JSC Sibenergyholding shall be allocated for
416,590,290/(39,655,948,581 – P1) ordinary shares in RAO UES of Russia.
3.3.7.2. One (1) preference share in JSC Sibenergyholding shall be allocated for
20,000/(2,005,080,419 – P2) preference shares in RAO UES of Russia.
   Where:
   P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.9 of this resolution.
   P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.10 of this resolution.
3.3.8. If OOO Gazoenergeticheskaya Kompaniya votes against the resolutions on the
         reorganization of RAO UES of Russia through a spin-off or does not participate in voting
         on this issue, paragraph 3.3.5 of this resolution shall no apply and the shares in JSC
         Centerenergyholding shall be placed upon the following conditions:
3.3.8.1. The shares in JSC Centerenergyholding shall be allocated to each shareholder of RAO
         UES of Russia that votes against the adoption of a resolution on the reorganization of
         RAO UES of Russia through a spin-off or does not participate in voting on this issue,
         upon the conditions as specified in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution;
3.3.8.2. Unless as of the date determined in accordance with paragraph 3.6 of this resolution OOO
         Gazoenergeticheskaya Kompaniya reduces the number of shares in RAO UES of Russia
         owned by it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC
         Centerenergyholding shall be allocated to each shareholder of RAO UES of Russia that
         votes For, while voting on the issue of reorganization of RAO UES of Russia through a
         spin-off, or Abstains, while voting on the above-mentioned issue, upon the following
         conditions:



                                                                                             160
 3.3.8.2.1. One (1) ordinary share in JSC Centerenergyholding shall be allocated for
            (41,041,753,984 – OP)/(43,051,999,755 – R1) ordinary shares in RAO UES of Russia.
 3.3.8.2.2. One (1) preference share in JSC Centerenergyholding shall be allocated for
            (2,075,149,384 – PP)/ (2,176,791,245 – R2) preference shares in RAO UES of Russia.
    Where:
    OP – the number of ordinary shares in RAO UES of Russia owned as of the date determined
in accordance with paragraph 3.6 of this resolution by the shareholders of RAO UES of Russia to
which the shares in JSC Centerenergyholding are allocated in accordance with paragraphs 3.3.2.7
and 3.3.2.8 of this resolution.
    R1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the
shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.7 of this resolution.
    PP – the number of preference shares in RAO UES of Russia owned as of the date determined
in accordance with paragraph 3.6 of this resolution by the shareholders of RAO UES of Russia to
which the shares in JSC Centerenergyholding are allocated in accordance with paragraphs 3.3.2.7
and 3.3.2.8 of this resolution.
    R2 – the number of preference shares in JSC Centerenergyholding to be placed with the
shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.8 of this resolution.
 3.3.8.3. If as of the date determined in accordance with paragraph 3.6 of this resolution OOO
 Gazoenergeticheskaya Kompaniya reduces the number of shares in RAO UES of Russia owned
 by it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC
 Centerenergyholding shall be allocated to each shareholder of RAO UES of Russia (with the
 exception of the Russian Federation, OJSC MMC NORILSK NICKEL and MADAKE
 ENTERPRISES COMPANY LIMITED unless as of the date determined in accordance with
 paragraph 3.6 of this resolution they reduce the number of shares owned by them, which is
 specified in paragraph 3.3.3 of this resolution) that votes For, while voting on the issue of
 reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting on the above-
 mentioned issue, upon the following conditions:
 3.3.8.3.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off
              shall be allocated for (12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 –
              PC1) ordinary shares in RAO UES of Russia.
 3.3.8.3.2. One (1) preference share in JSC Centerenergyholding to be established through a spin-
              off shall be allocated for (1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2)
              preference shares in RAO UES of Russia.
    Where:
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia
and/or less than 500,000,000 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or
less than 500,000,000 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
    PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed with OJSC
MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in

                                                                                              161
accordance with paragraph 3.3.2.7 of this resolution. These shares shall be used in the ratio unless
as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number
of shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this
resolution.
     PC2 – the number of preference shares in JSC Centerenergyholding to be placed with OJSC
MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.8 of this resolution. These shares shall be used in the ratio unless
as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number
of shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this
resolution.
3.3.9. If OJSC MMC NORILSK NICKEL votes against the resolutions on the reorganization of
         RAO UES of Russia through a spin-off or does not participate in voting on this issue,
         paragraph 3.3.6 of this resolution shall not apply and the shares in JSC Intergeneration
         shall be placed upon the following conditions:
 3.3.9.1. The shares in JSC Intergeneration shall be placed to each shareholder of RAO UES of
 Russia that votes against the adoption of a resolution on the reorganization of RAO UES of
 Russia through a spin-off or does not participate in voting on this issue, upon the conditions as
 specified in paragraphs 3.3.2.5 and 3.3.2.6 of this resolution;
 3.3.9.2. Unless as of the date determined in accordance with paragraph 3.6 of this resolution
 OJSC MMC NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by
 it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC Intergeneration shall
 be placed to each shareholder of RAO UES of Russia that votes For, while voting on the issue of
 reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting on the above-
 mentioned issue, upon the following conditions:
 3.3.9.2.1. One (1) ordinary share in JSC Intergeneration shall be allocated for (41,041,753,984 –
            OP)/(144,338,947,437– R1) ordinary shares in RAO UES of Russia.
 3.3.9.2.2. One (1) preference share in JSC Intergeneration shall be allocated for (2,075,149,384 –
            PP)/ (7,298,052,563 – P2) preference shares in RAO UES of Russia.
     Where:
     OP – the number of ordinary shares in RAO UES of Russia owned as of the date determined
in accordance with paragraph 3.6 of this resolution by the shareholders of RAO UES of Russia to
which the shares in JSC Intergeneration are allocated in accordance with paragraphs 3.3.2.5 and
3.3.2.6 of this resolution.
     R1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders
of RAO UES of Russia in accordance with paragraph 3.3.2.5 of this resolution.
     PP – the number of preference shares in RAO UES of Russia owned as of the date determined
in accordance with paragraph 3.6 of this resolution by the shareholders of RAO UES of Russia to
which the shares in JSC Intergeneration are allocated in accordance with paragraphs 3.3.2.5 and
3.3.2.6 of this resolution.
     R2 – the number of preference shares in JSC Intergeneration to be placed with the
shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.6 of this resolution.
 3.3.9.3. If as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
 MMC NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by it,
 which is specified in paragraph 3.3.3 of this resolution, the shares in JSC Intergeneration shall be
 allocated to each shareholder of RAO UES of Russia (with the exception of the Russian
 Federation, OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES
 COMPANY LIMITED unless as of the date determined in accordance with paragraph 3.6 of this
 resolution they reduce the number of shares owned by them, which is specified in paragraph 3.3.3
 of this resolution) that votes For, while voting on the issue of reorganization of RAO UES of



                                                                                                  162
 Russia through a spin-off, or Abstains, while voting on the above-mentioned issue, upon the
 following conditions:
 3.3.9.3.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off shall
            be allocated for (12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 – PC1)
            ordinary shares in RAO UES of Russia.
 3.3.9.3.2. One (1) preference share in JSC Intergeneration to be established through a spin-off
            shall be allocated for (1,429,606,060+PS1+500,000,000 +PS3)/( 7,298,052,563 – PC2)
            preference shares in RAO UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
    PC1 – the number of ordinary shares in JSC Intergeneration to be placed with OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.5 of this resolution. These shares shall be used in the ratio if as
of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED
reduce the number of shares in RAO UES of Russia owned by them, which is specified in
paragraph 3.3.3 of this resolution.
    PC2 – the number of preference shares in JSC Intergeneration to be placed with OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.6 of this resolution. These shares shall be used in the ratio if as
of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED
reduce the number of shares in RAO UES of Russia owned by them, which is specified in
paragraph 3.3.3 of this resolution.
3.3.11 If MADAKE ENTERPRISES COMPANY LIMITED votes against the resolutions on the
         reorganization of RAO UES of Russia through a spin-off or does not participate in voting
         on this issue, paragraph 3.3.7 of this resolution shall not apply and the shares in JSC
         Sibenergyholding shall be placed upon the following conditions:
 3.3.10.1. The shares in JSC Sibenergyholding shall be placed to each shareholder of RAO UES
 of Russia that votes against the adoption of a resolution on the reorganization of RAO UES of
 Russia through a spin-off or does not participate in voting on this issue upon the conditions as
 specified in paragraphs 3.3.2.9 and 3.3.2.10 of this resolution;
 3.3.10.2. Unless as of the date determined in accordance with paragraph 3.6 of this resolution
 MADAKE ENTERPRISES COMPANY LIMITED reduces the number of shares in RAO UES
 of Russia owned by it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC
 Sibenergyholding shall be placed to each shareholder of RAO UES of Russia that votes For,



                                                                                                163
 while voting on the issue of reorganization of RAO UES of Russia through a spin-off, or
 Abstains, while voting on the above-mentioned issue, upon the following conditions:
 3.3.10.2.1. One (1) ordinary share in JSC Sibenergyholding shall be allocated for
              (41,041,753,984 –OP)/(39,655,948,581– R1) ordinary shares in RAO UES of Russia.
 3.3.10.2.2. One (1) preference share in JSC Sibenergyholding shall be allocated for
              (2,075,149,384 – PP)/ (2,005,080,419 – R2) preference shares in RAO UES of
              Russia.
    Where:
    OP – the number of ordinary shares in RAO UES of Russia owned as of the date determined
in accordance with paragraph 3.6 of this resolution by the shareholders of RAO UES of Russia to
which the shares in JSC Sibenergyholding are allocated in accordance with paragraphs 3.3.2.9
and 3.3.2.10 of this resolution.
    R1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the
shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.9 of this resolution.
    PP – the number of preference shares in RAO UES of Russia owned as of the date determined
in accordance with paragraph 3.6 of this resolution by the shareholders of RAO UES of Russia to
which the shares in JSC Sibenergyholding are allocated in accordance with paragraphs 3.3.2.9
and 3.3.2.10 of this resolution.
    R2 – the number of preference shares in JSC Sibenergyholding to be placed with the
shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.10 of this resolution.
 3.3.10.3. If as of the date determined in accordance with paragraph 3.6 of this resolution
            MADAKE ENTERPRISES COMPANY LIMITED reduces the number of shares in
            RAO UES of Russia owned by it, which is specified in paragraph 3.3.3 of this
            resolution, the shares in JSC Sibenergyholding shall be allocated to each shareholder of
            RAO UES of Russia (with the exception of the Russian Federation, OOO
            Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL unless as of
            the date determined in accordance with paragraph 3.6 of this resolution they reduce the
            number of shares owned by them, which is specified in paragraph 3.3.3 of this
            resolution) that votes For, while voting on the issue of reorganization of RAO UES of
            Russia through a spin-off, or Abstains, while voting on the above-mentioned issue,
            upon the following conditions:
 3.3.10.3.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off
              shall be allocated for (12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 –
               PC1) ordinary shares in RAO UES of Russia.
 3.3.10.3.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off
              shall be allocated for (1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2)
              preference shares in RAO UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia
and/or less than 500,000,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC

                                                                                                164
 NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or
 less than 500,000,000 preference shares in RAO UES of Russia.
     PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with OOO
 Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in accordance with
 paragraph 3.3.2.9 of this resolution. These shares shall be used in the ratio unless as of the date
 determined in accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
 Kompaniya and OJSC MMC NORILSK NICKEL reduce the number of shares in RAO UES of
 Russia owned by them, which is specified in paragraph 3.3.3 of this resolution.
     PC2 – the number of preference shares in JSC Sibenergyholding to be placed with OOO
 Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in accordance with
 paragraph 3.3.2.10 of this resolution. These shares shall be used in the ratio unless as of the date
 determined in accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
 Kompaniya and OJSC MMC NORILSK NICKEL reduce the number of shares in RAO UES of
 Russia owned by them, which is specified in paragraph 3.3.3 of this resolution.
 3.3.11. The shares in each company to be established as a result of reorganization of RAO UES of
          Russia through a spin-off, which are specified in paragraphs 3.3.1, 3.3.3 and 3.3.11 of this
          resolution, shall be allocated to OOO Gazoenergeticheskaya Kompaniya if it votes For or
          Abstains, while voting on the issue of reorganization of RAO UES of Russia through a
          spin-off, yet as of the date determined in accordance with paragraph 3.6 of this resolution
          reduces the number of shares in RAO UES of Russia owned by it, which is specified in
          paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3 and 3.3.11 of
          this resolution and the shares in JSC Centerenergyholding shall be placed upon the
          following conditions:
  3.3.11.1. The shares in JSC Centerenergyholding shall be allocated to each shareholder of RAO
             UES of Russia that votes against the adoption of a resolution on the reorganization of
             RAO UES of Russia through a spin-off or does not participate in voting on this issue
             upon the conditions as specified in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution;
  3.3.11.2. The shares in JSC Centerenergyholding shall be allocated to each shareholder of RAO
             UES of Russia (with the exception of the Russian Federation, OJSC MMC NORILSK
             NICKEL and MADAKE ENTERPRISES COMPANY LIMITED unless as of the date
             determined in accordance with paragraph 3.6 of this resolution they reduce the number
             of shares owned by them, which is specified in paragraph 3.3.3 of this resolution) that
             votes For, while voting on the issue of reorganization of RAO UES of Russia through a
             spin-off, or Abstains, while voting on the above-mentioned issue, upon the following
             conditions:
3.3.11.2.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off
             shall be allocated for (12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 –
             PC1) ordinary shares in RAO UES of Russia.
3.3.11.2.2. One (1) preference share in JSC Centerenergyholding to be established through a spin-
             off shall be allocated for (1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2)
             preference shares in RAO UES of Russia.
     Where:
     OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
 the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
 MMC NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia
 and/or less than 500,000,000 preference shares in RAO UES of Russia.
     OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
 ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
 ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
 UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
     PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
 ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC

                                                                                                  165
NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or
less than 500,000,000 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
    PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed with OJSC
MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.7 of this resolution. These shares shall be used in the ratio unless
as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number
of shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this
resolution.
    PC2 – the number of preference shares in JSC Centerenergyholding to be placed with OJSC
MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.8 of this resolution. These shares shall be used in the ratio unless
as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number
of shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this
resolution.
3.3.12. The shares in each company to be established as a result of reorganization of RAO UES of
        Russia through a spin-off, which are specified in paragraphs 3.3.1, 3.3.3 and 3.3.12 of this
        resolution, shall be allocated to OJSC MMC NORILSK NICKEL if it votes For or
        Abstains, while voting on the issue of reorganization of RAO UES of Russia through a
        spin-off, yet as of the date determined in accordance with paragraph 3.6 of this resolution
        reduces the number of shares in RAO UES of Russia owned by it, which is specified in
        paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3 and 3.3.12 of
        this resolution and the shares in JSC Intergeneration shall be placed upon the following
        conditions:
 3.3.12.1. The shares in JSC Intergeneration shall be allocated to each shareholder of RAO UES
           of Russia that votes against the adoption of a resolution on the reorganization of RAO
           UES of Russia through a spin-off or does not participate in voting on this issue upon
           the conditions as specified in paragraphs 3.3.2.5 and 3.3.2.6 of this resolution;
 3.3.12.2. The shares in JSC Intergeneration shall be allocated to each shareholder of RAO UES
           of Russia (with the exception of the Russian Federation, OOO Gazoenergeticheskaya
           Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED unless as of the
           date determined in accordance with paragraph 3.6 of this resolution they reduce the
           number of shares owned by them, which is specified in paragraph 3.3.3 of this
           resolution) that votes For, while voting on the issue of reorganization of RAO UES of
           Russia through a spin-off, or Abstains, while voting on the above-mentioned issue,
           upon the following conditions:
 3.3.12.2.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off
           shall be allocated for (12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 –
           PC1) ordinary shares in RAO UES of Russia.
 3.3.12.2.2. One (1) preference share in JSC Intergeneration to be established through a spin-off
           shall be allocated for (1,429,606,060+PS1+500,000,000 +PS3)/( 7,298,052,563 – PC2)
           preference shares in RAO UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.

                                                                                                166
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia, and/or less than 100 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO
UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia.
    PC1 – the number of ordinary shares in JSC Intergeneration to be placed with OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.5 of this resolution. These shares shall be used in the ratio unless
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED
reduce the number of shares in RAO UES of Russia owned by them, which is specified in
paragraph 3.3.3 of this resolution.
    PC2 – the number of preference shares in JSC Intergeneration to be placed with OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.6 of this resolution. These shares shall be used in the ratio unless
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED
reduce the number of shares in RAO UES of Russia owned by them, which is specified in
paragraph 3.3.3 of this resolution.
3.3.13. The shares in each company to be established as a result of reorganization of RAO UES of
         Russia through a spin-off, which are specified in paragraphs 3.3.1, 3.3.3 and 3.3.13 of this
         resolution, shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if it
         votes For or Abstains, while voting on the issue of reorganization of RAO UES of Russia
         through a spin-off, yet as of the date determined in accordance with paragraph 3.6 of this
         resolution reduces the number of shares in RAO UES of Russia owned by it, which is
         specified in paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3
         and 3.3.13 of this resolution and the shares in JSC Sibenergyholding shall be placed upon
         the following conditions:
 3.3.13.1. The shares in JSC Sibenergyholding shall be allocated to each shareholder of RAO UES
            of Russia that votes against the adoption of a resolution on the reorganization of RAO
            UES of Russia through a spin-off or does not participate in voting on this issue upon
            the conditions as specified in paragraphs 3.3.2.9 and 3.3.2.10 of this resolution;
 3.3.13.2. The shares in JSC Sibenergyholding shall be allocated to each shareholder of RAO UES
            of Russia (with the exception of the Russian Federation, OOO Gazoenergeticheskaya
            Kompaniya and OJSC MMC NORILSK NICKEL unless as of the date determined in
            accordance with paragraph 3.6 of this resolution they reduce the number of shares
            owned by them, which is specified in paragraph 3.3.3 of this resolution) that votes For,
            while voting on the issue of reorganization of RAO UES of Russia through a spin-off,
            or Abstains, while voting on the above-mentioned issue, upon the following conditions:
 3.3.13.2.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off
            shall be allocated for (12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 –
             PC1) ordinary shares in RAO UES of Russia.
 3.3.13.2.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off
            shall be allocated for (1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2)
            preference shares in RAO UES of Russia.

                                                                                                 167
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia
and/or less than 500,000,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of
Russia and/or less than 100 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or
less than 500,000,000 preference shares in RAO UES of Russia.
    PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with OOO
Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in accordance with
paragraph 3.3.2.9 of this resolution. These shares shall be used in the ratio unless as of the date
determined in accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
Kompaniya and OJSC MMC NORILSK NICKEL reduce the number of shares in RAO UES of
Russia owned by them, which is specified in paragraph 3.3.3 of this resolution.
    PC2 – the number of preference shares in JSC Sibenergyholding to be placed with OOO
Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in accordance with
paragraph 3.3.2.10 of this resolution. These shares shall be used in the ratio unless as of the date
determined in accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya
Kompaniya and OJSC MMC NORILSK NICKEL reduce the number of shares in RAO UES of
Russia owned by them, which is specified in paragraph 3.3.3 of this resolution.
3.3.14 The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK,
         JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding,
         JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo
         Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC
         UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
         Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14
         Holding shall be allocated to the Russian Federation upon the following conditions:
 3.3.14.1. One (1) ordinary share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.14,
            shall         be         allocated        for        (22,569,848,313 + 145,523,224 +
            OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 145,523,224/22,569,848,313) * (12,516,066,381
            – Z1 – P1)) ordinary shares in RAO UES of Russia.
 3.3.14.2. One (1) preference share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.14,
            shall     be      allocated      for    (22,569,848,313       +     145,523,224        +
            OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 22,569,848,313/145,523,224) * (1,429,606,060
            – Z2 – P2)) preference shares in RAO UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.

                                                                                                168
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of
RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO
UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO
UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES
of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.1 of this resolution.
    P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.2 of this resolution.
    Z1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
    Z2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.15. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK,
         JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding,
         JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo
         Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC
         UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
         Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14
         Holding shall be allocated to OOO Gazoenergeticheskaya Kompaniya if it votes For or
         Abstains, while voting on the issue of reorganization of RAO UES of Russia through a
         spin-off, and as of the date determined in accordance with paragraph 3.6 of this resolution,
         does not reduce the number of shares in RAO UES of Russia owned by it, which is
         specified in paragraph 3.3.3, upon the following conditions:
 3.3.15.1. One (1) ordinary share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.15,
            shall be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000
            +OS2+OS3+ 100 +PS2+PS3)/((1+ 100/4,522,879,000) * (12,516,066,381 – Z1 – P1))
            ordinary shares in RAO UES of Russia.
 3.3.15.2. One (1) preference share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.15,



                                                                                                 169
            shall be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000 +OS2+OS3+
            100 +PS2+PS3)/((1+ 4,522,879,000/100) * (1,429,606,060 – Z2 – P2)).
    Where:
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of
RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO
UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO
UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES
of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.1 of this resolution.
    P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.2 of this resolution.
    Z1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
    Z2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.16. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK,
         JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding,
         JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo
         Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC
         UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
         Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14
         Holding shall be allocated to OJSC MMC NORILSK NICKEL if OJSC MMC NORILSK
         NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO UES
         of Russia through a spin-off, and as of the date determined in accordance with paragraph
         3.6 of this resolution, does not reduce the number of shares in RAO UES of Russia owned
         by it, which is specified in paragraph 3.3.3, upon the following conditions:
 3.3.16.1. One (1) ordinary share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.16,
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+ 1,016,370,000
            +OS3+PS1+ 500,000,000 +PS3)/((1+ 500,000,000 /1,016,370,000) * (12,516,066,381
            – Z1 – P1) ordinary shares in RAO UES of Russia.
 3.3.16.2. One (1) preference share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.16,
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+ 1,016,370,000
            +OS3+PS1+ 500,000,000 +PS3)/((1+ 1,016,370,000/500,000,000) * (1,429,606,060–
            Z2 – P2)) preference shares in RAO UES of Russia.

                                                                                               170
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.1 of this resolution.
    P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.2 of this resolution.
    Z1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
    Z2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.17. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK,
         JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding,
         JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo
         Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC
         UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
         Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14
         Holding shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if
         MADAKE ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting
         on the issue of reorganization of RAO UES of Russia through a spin-off, and as of the
         date determined in accordance with paragraph 3.6 of this resolution, does not reduce the
         number of shares in RAO UES of Russia owned by it, which is specified in paragraph
         3.3.3, upon the following conditions:
 3.3.17.1. One (1) ordinary share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.17,
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+ 416,590,290
            +PS1+PS2+ 20,000)/((1+ 20,000/416,590,290) * (12,516,066,381 – Z1 – P1)) ordinary
            shares in RAO UES of Russia.
 3.3.17.2. One (1) preference share in each company to be established as a result of reorganization
            of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.17,
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+ 416,590,290
            +PS1+PS2+ 20,000)/((1+ 416,590,290/20,000) * (1,429,606,060 – Z2 – P2))
            preference shares in RAO UES of Russia.
    Where:

                                                                                               171
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of
RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO
UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO
UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES
of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.1 of this resolution.
    P2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.2 of this resolution.
    Z1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
    Z2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.18. The shares in JSC Centerenergyholding shall be allocated to the Russian Federation if as
         of the date determined in accordance with paragraph 3.6 of this resolution OOO
         Gazoenergeticheskaya Kompaniya reduces the number of shares in RAO UES of Russia
         owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the following
         conditions:
 3.3.18.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + OS2+OS3+PS2+PS3)/((1+
            145,523,224/22,569,848,313) * (43,051,999,755 – Z1 – P1)) ordinary shares in RAO
            UES of Russia.
 3.3.18.2. One (1) preference share in JSC Centerenergyholding to be established through a spin-
            off shall be allocated for (22,569,848,313 + 145,523,224 + OS2+OS3+PS2+PS3)/((1+
            22,569,848,313/145,523,224) * (2,176,791,245 – Z2 – P2)) preference shares in RAO
            UES of Russia.
    Where:
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of
RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO
UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.

                                                                                              172
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO
UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES
of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.7 of this resolution.
    P2 – the number of preference shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.8 of this resolution.
    Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this resolution.
    Z2 – the number of preference shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.8.3.2 and 3.3.11.2.2 of this resolution.
3.3.19. The shares in JSC Intergeneration shall be allocated to the Russian Federation if as of the
         date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
         NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by it,
         which is specified in paragraph 3.3.3 of this resolution, upon the following conditions:
 3.3.19.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off shall
            be allocated for (22,569,848,313 + 145,523,224 + OS1+OS3+PS1+PS3)/((1+
            145,523,224/22,569,848,313) * (144,338,947,437 – Z1 – P1)) ordinary shares in RAO
            UES of Russia.
 3.3.19.2. One (1) preference share in JSC Intergeneration to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS3+PS1+PS3)/((1+
            22,569,848,313/145,523,224) * (7,298,052,563 – Z2 – P2)) preference shares in RAO
            UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.



                                                                                               173
    P1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders
in accordance with paragraph 3.3.2.5 of this resolution.
    P2 – the number of preference shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraph 3.3.2.6 of this resolution.
    Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders
in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this resolution.
    Z2 – the number of preference shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this resolution.
3.3.20. The shares in JSC Sibenergyholding shall be allocated to the Russian Federation if as of
         the date determined in accordance with paragraph 3.6 of this resolution MADAKE
         ENTERPRISES COMPANY LIMITED reduces the number of shares in RAO UES of
         Russia owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the
         following conditions:
 3.3.20.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+PS1+PS2)/((1+
            145,523,224/22,569,848,313) * (39,655,948,581 – Z1 – P1)) ordinary shares in RAO
            UES of Russia.
 3.3.20.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+PS1+PS2)/((1+
            22,569,848,313/145,523,224) * (2,005,080,419 – Z2 – P2)) preference shares in RAO
            UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of
RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO
UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO
UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES
of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.9 of this resolution.
    P2 – the number of preference shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.10 of this resolution.
    Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.10.3.1 and 3.3.13.2.1 of this resolution.
    Z2 – the number of preference shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.10.3.2 and 3.3.13.2.2 of this resolution.
3.3.21. The shares in JSC Intergeneration shall be allocated to OOO Gazoenergeticheskaya
         Kompaniya (if it votes For or Abstains, while voting on the issue of reorganization of

                                                                                            174
         RAO UES of Russia through a spin-off, and as of the date determined in accordance with
         paragraph 3.6 of this resolution it does not reduce the number of shares owned by it,
         which is specified in paragraph 3.3.3 of this resolution) if as of the date determined in
         accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL
         reduces the number of shares in RAO UES of Russia owned by it, which is specified in
         paragraph 3.3.3 of this resolution, upon the following conditions:
 3.3.21.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off shall
            be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000+OS3+100+PS3)/((1+
            100/4,522,879,000) * (144,338,947,437 – Z1 – P1)) ordinary shares in RAO UES of
            Russia.
 3.3.21.2. One (1) preference share in JSC Intergeneration to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000
            +OS3+100+PS3)/((1+ 4,522,879,000/100) * (7,298,052,563 – Z2 – P2)) preference
            shares in RAO UES of Russia.
    Where:
    OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders
in accordance with paragraph 3.3.2.5 of this resolution.
    P2 – the number of preference shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraph 3.3.2.6 of this resolution.
    Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders
in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this resolution.
    Z2 – the number of preference shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this resolution.
3.3.22. The shares in JSC Sibenergyholding shall be allocated to OOO Gazoenergeticheskaya
         Kompaniya (if it votes For or Abstains, while voting on the issue of reorganization of
         RAO UES of Russia through a spin-off, and as of the date determined in accordance with
         paragraph 3.6 of this resolution it does not reduce the number of shares owned by it,
         which is specified in paragraph 3.3.3 of this resolution) if as of the date determined in
         accordance with paragraph 3.6 of this resolution MADAKE ENTERPRISES COMPANY
         LIMITED reduces the number of shares in RAO UES of Russia owned by it, which is
         specified in paragraph 3.3.3 of this resolution, upon the following conditions:
 3.3.22.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off
            shall     be      allocated      for      (22,569,848,313 + 145,523,224 +4,522,879,000
            +OS2+100+PS2)/((1+ 100/4,522,879,000) * (39,655,948,581 – Z1 – P1)) ordinary
            shares in RAO UES of Russia.
 3.3.22.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000
            +OS2+100+PS2)/((1+ 4,522,879,000/100) * (2,005,080,419 – Z2 – P2)) preference
            shares in RAO UES of Russia.
    Where:
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC

                                                                                               175
   MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of
   RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO
   UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
       PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
   ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
   NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO
   UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES
   of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
       P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the
   shareholders in accordance with paragraph 3.3.2.9 of this resolution.
       P2 – the number of preference shares in JSC Sibenergyholding to be placed with the
   shareholders in accordance with paragraph 3.3.2.10 of this resolution.
       Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the
   shareholders in accordance with paragraphs 3.3.10.3.1 and 3.3.13.2.1 of this resolution.
       Z2 – the number of preference shares in JSC Sibenergyholding to be placed with the
   shareholders in accordance with paragraphs 3.3.10.3.2 and 3.3.13.2.2 of this resolution.
   3.3.23. The shares in JSC Centerenergyholding shall be allocated to OJSC MMC NORILSK
            NICKEL (if it votes For or Abstains, while voting on the issue of reorganization of RAO
            UES of Russia through a spin-off, and as of the date determined in accordance with
            paragraph 3.6 of this resolution it does not reduce the number of shares owned by it,
            which is specified in paragraph 3.3.3 of this resolution) if as of the date determined in
            accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya
            reduces the number of shares in RAO UES of Russia owned by it, which is specified in
            paragraph 3.3.3 of this resolution, upon the following conditions:
3.3.23.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + 1,016,370,000 +OS3+500,000,000
            +PS3)/((1+ 500,000,000 /1,016,370,000) * (43,051,999,755 – Z1 – P1)) ordinary shares in
            RAO UES of Russia.
3.3.23.2. One (1) preference share in JSC Centerenergyholding to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + 1,016,370,000 +OS3+500,000,000
            +PS3)/((1+ 1,016,370,000/500,000,000) * (2,176,791,245 – Z2 – P2)) preference shares in
            RAO UES of Russia.
       Where:
       OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the
   ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
   ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
   reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
   shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
       PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio
   if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE
   ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of
   reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
   shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
       P1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the
   shareholders in accordance with paragraph 3.3.2.7 of this resolution.
       P2 – the number of preference shares in JSC Centerenergyholding to be placed with the
   shareholders in accordance with paragraph 3.3.2.8 of this resolution.
       Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the
   shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this resolution.
       Z2 – the number of preference shares in JSC Centerenergyholding to be placed with the
   shareholders in accordance with paragraphs 3.3.8.3.2 and 3.3.11.2.2 of this resolution.



                                                                                                 176
3.3.24. The shares in JSC Sibenergyholding shall be allocated to OJSC MMC NORILSK
        NICKEL (if it votes For or Abstains, while voting on the issue of reorganization of RAO
        UES of Russia through a spin-off, and as of the date determined in accordance with
        paragraph 3.6 of this resolution it does not reduce the number of shares owned by it,
        which is specified in paragraph 3.3.3 of this resolution) if as of the date determined in
        accordance with paragraph 3.6 of this resolution MADAKE ENTERPRISES COMPANY
        LIMITED reduces the number of shares in RAO UES of Russia owned by it, which is
        specified in paragraph 3.3.3 of this resolution, upon the following conditions:
 3.3.24.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off
           shall be allocated for (22,569,848,313 + 145,523,224 + OS1+1,016,370,000
           +PS1+500,000,000)/((1+ 500,000,000 /1,016,370,000) * (39,655,948,581 – Z1 – P1))
           ordinary shares in RAO UES of Russia.
 3.3.24.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off
           shall be allocated for (22,569,848,313 + 145,523,224 + OS1+1,016,370,000
           +PS1+500,000,000)/((1+ 1,016,370,000/500,000,000) * (2,005,080,419 – Z2 – P2))
           preference shares in RAO UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.9 of this resolution.
    P2 – the number of preference shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.10 of this resolution.
    Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.10.3.1 and 3.3.13.2.1 of this resolution.
    Z2 – the number of preference shares in JSC Sibenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.10.3.2 and 3.3.13.2.2 of this resolution.
3.3.25. The shares in JSC Centerenergyholding shall be allocated to MADAKE ENTERPRISES
        COMPANY LIMITED (if it votes For or Abstains, while voting on the issue of
        reorganization of RAO UES of Russia through a spin-off, and as of the date determined in
        accordance with paragraph 3.6 of this resolution it does not reduce the number of shares
        owned by it, which is specified in paragraph 3.3.3 of this resolution) if as of the date
        determined in accordance with paragraph 3.6 of this resolution OOO
        Gazoenergeticheskaya Kompaniya reduces the number of shares in RAO UES of Russia
        owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the following
        conditions:
 3.3.25.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off
             shall be allocated for (22,569,848,313 + 145,523,224 + OS2+416,590,290
             +PS2+20,000)/((1+ 20,000/416,590,290) * (43,051,999,755 – Z1 – P1)) ordinary
             shares in RAO UES of Russia.
 3.3.25.2. One (1) preference share in JSC Centerenergyholding to be established through a spin-
             off shall be allocated for (22,569,848,313 + 145,523,224 + OS2+416,590,290
             +PS2+20,000)/((1+ 416,590,290/20,000) * (2,176,791,245 – Z2 – P2)) preference
             shares in RAO UES of Russia.

                                                                                             177
    Where:
    OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of
RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO
UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the
ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO
UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES
of Russia and at least 500,000,000 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.7 of this resolution.
    P2 – the number of preference shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraph 3.3.2.8 of this resolution.
    Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this resolution.
    Z2 – the number of preference shares in JSC Centerenergyholding to be placed with the
shareholders in accordance with paragraphs 3.3.8.3.2 and 3.3.11.2.2 of this resolution.
3.3.26. The shares in JSC Intergeneration shall be allocated to MADAKE ENTERPRISES
           COMPANY LIMITED (if it votes For or Abstains, while voting on the issue of
           reorganization of RAO UES of Russia through a spin-off, and as of the date determined
           in accordance with paragraph 3.6 of this resolution it does not reduce the number of
           shares owned by it, which is specified in paragraph 3.3.3 of this resolution) if as of the
           date determined in accordance with paragraph 3.6 of this resolution OJSC MMC
           NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by it,
           which is specified in paragraph 3.3.3 of this resolution, upon the following conditions:
 3.3.26.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off shall
            be      allocated      for    (22,569,848,313 + 145,523,224 +          OS1+416,590,290
            +PS1+20,000)/((1+ 20,000/416,590,290) * (144,338,947,437 – Z1 – P1)) ordinary
            shares in RAO UES of Russia.
 3.3.26.2. One (1) preference share in JSC Intergeneration to be established through a spin-off
            shall be allocated for (22,569,848,313 + 145,523,224 + OS1+416,590,290
            +PS1+20,000)/((1+ 416,590,290/20,000) * (7,298,052,563 – Z2 – P2)) preference
            shares in RAO UES of Russia.
    Where:
    OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. These shares shall be used in
the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if
as of the date determined in accordance with paragraph 3.6 of this resolution OOO
Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia.
    P1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders
in accordance with paragraph 3.3.2.5 of this resolution.
    P2 – the number of preference shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraph 3.3.2.6 of this resolution.
    Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders
in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this resolution.

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   Z2 – the number of preference shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this resolution.
3.3.27. If in the calculation of shares in the spun-off company concerned the calculated number of
        shares to be allocated to a shareholder of RAO UES of Russia is a fraction, the fractional
        part of the quantity of shares shall be rounded off in accordance with the following rules:
3.3.27.1. If the period is followed by any number from 5 to 9, one shall be added to the integer
            and any numbers following the period shall be ignored.
3.3.27.2. If the period is followed by any number from 0 to 4, only the integer shall be taken into
            consideration and any numbers following the period shall be ignored.
3.3.27.3. If as a result of round-off no shares are receivable by any shareholder, such shareholder
            shall receive one share.
3.3.28. If as of the date determined in accordance with paragraph 3.6 of this resolution OJSC
        MMC NORILSK NICKEL, which is a shareholder of RAO UES of Russia, is reorganized
        through a spin-off and title to 1,016,370,000 ordinary shares and 500,000,000 preference
        shares in RAO UES of Russia owned by OJSC MMC NORILSK NICKEL transfers by
        legal succession based on the separation balance sheet to a company to be established as a
        result of reorganization of OJSC MMC NORILSK NICKEL, all provisions of this
        resolution in which OJSC MMC NORILSK NICKEL is indicated (with the exception of
        indications of a voting option for the issue of reorganization of RAO UES of Russia
        through a spin-off and participation in voting on this issue), shall be deemed to indicate
        such company established as a result of reorganization of OJSC MMC NORILSK
        NICKEL through a spin-off.
              Transfer of the shares in RAO UES of Russia owned by OJSC MMC NORILSK
        NICKEL by legal succession in accordance with the provisions of the first sub-paragraph
        of this paragraph shall not lead to the application of the appropriate provisions of this
        resolution related to a decrease in the number of shares in RAO UES of Russia owned by
        OJSC MMC NORILSK NICKEL.
              If after the transfer of the shares in RAO UES of Russia owned by OJSC MMC
        NORILSK NICKEL by legal succession in accordance with the provisions of the first sub-
        paragraph of this paragraph OJSC MMC NORILSK NICKEL is the owner of shares in
        RAO UES of Russia, (1) in the allocation of shares in the companies to be established
        through a spin-off all provisions of this resolution in which OJSC MMC NORILSK
        NICKEL is indicated shall apply only to the assignee of OJSC MMC NORILSK NICKEL
        to be determined in accordance with the provisions of the first sub-paragraph of paragraph
        3.3.19, and (2) in the allocation of shares in the companies to be established through a
        spun-off only the provisions of paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3,
        3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution shall apply to OJSC
        MMC NORILSK NICKEL.
3.3.29. The shares in spun-off companies shall be placed with OOO Gazoenergeticheskaya
        Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES
        COMPANY LIMITED in accordance with paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2,
        3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution if as of
        the date determined in accordance with paragraph 3.6 of this resolution they increase the
        number of ordinary and preference shares in RAO UES of Russia owned by them
        compared with the number specified in paragraph 3.3.3 of this resolution by the number of
        shares in RAO UES of Russia to the extent that it exceeds the number specified in
        paragraph 3.3.3 of this resolution.
3.3.30. The shares in spun-off companies shall be placed for the shares in RAO UES of Russia
        title to which transferred after the preparation of the list of persons entitled to participate
        in the extraordinary general meeting of RAO UES of Russia of October 26, 2007 in
        accordance with paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3,
        3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution.

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3.3.31. The list of shareholders of RAO UES of Russia that vote Against or do not participate in
        voting on the issue of reorganization of RAO UES of Russia through a spin-off shall be
        prepared based on data from the list of persons entitled to participate in the extraordinary
        General Meeting of RAO UES of Russia of October 26, 2007.
3.3.32. If the applicable laws specify that the shares in the joint-stock companies to be established
        during the reorganization shall be allocated to the shareholders that do not participate in
        voting on the issues of reorganization of RAO UES of Russia through a spin-off (issue
        No. 1 on the agenda) in accordance with the same procedure as applying to the
        shareholders that vote "For" the resolution on reorganization, the shares in spun-off
        companies shall be placed with such shareholders in accordance with paragraphs 3.3.1,
        3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of
        this resolution.
3.4. All shares in the companies to be established which remain unallocated among the
   shareholders of RAO UES of Russia in accordance with paragraph 3.3 of this resolution shall
   be deemed to have been acquired by RAO UES of Russia.
3.5. The authorized capitals of the companies to be established shall be formed out of incremental
   capital and the retained earnings of RAO UES of Russia for prior years.
3.6. Shares in the companies to be established shall be deemed to have been placed (allocated
   among the shareholders of RAO UES of Russia, acquired by RAO UES of Russia) on the day
   of state registration of the companies established as a result of reorganization based on the list
   of persons prepared based on data from the RAO UES of Russia Shareholder Register on the
   date determined by the Board of Directors of RAO UES of Russia not later than fifteen (15)
   business days prior to this date.
             For the preparation of the list of persons specified in this paragraph the nominee
        shareholders of RAO UES of Russia, including nominee shareholders that opened an
        account with nominee shareholders, shall provide, upon request from the registrar of RAO
        UES of Russia, data on persons for whose benefit they own shares. The above-mentioned
        data may be clarified by nominee holders.
3.7. The separation balance sheet (Appendix A) shall be approved.
3.8. Andrei Natanovich Rappoport, member of the Management Board of RAO UES of Russia,
   Managing Director of the "Grids" Business Unit, shall be appointed to perform the functions
   of the sole executive body of JSC Gosudarstvennii Holding;
             The Board of Directors of JSC Gosudarstvennii Holding, simultaneously with the
        adoption of a resolution on the approval of a resolution on the issue of shares in JSC
        Gosudarstvennii Holding, shall be entitled to terminate the authority of the person
        performing the functions of the sole executive body of JSC Gosudarstvennii Holding and
        appoint any other individual to perform the functions of the sole executive body of JSC
        Gosudarstvennii Holding.
3.9. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project Implementation of the
   Reform Management Center of RAO UES of Russia, shall be appointed to perform the
   functions of the sole executive body of JSC Gosudarstvennii Holding GidroOGK;
             The Board of Directors of JSC Gosudarstvennii Holding GidroOGK, simultaneously
        with the adoption of a resolution on the approval of a resolution on the issue of shares in
        JSC Gosudarstvennii Holding GidroOGK, shall be entitled to terminate the authority of
        the person performing the functions of the sole executive body of JSC Gosudarstvennii
        Holding GidroOGK and appoint any other individual to perform the functions of the sole
        executive body of JSC Gosudarstvennii Holding GidroOGK.
3.10. Andrei Natanovich Rappoport, member of the Management Board of RAO UES of Russia,
   Managing Director of the "Grids" Business Unit, shall be appointed to perform the functions
   of the sole executive body of JSC Minoritarnii Holding FGC UES;
             The Board of Directors of JSC Minoritarnii Holding FGC UES, simultaneously with
        the adoption of a resolution on the approval of a resolution on the issue of shares in JSC

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       Minoritarnii Holding FGC UES, shall be entitled to terminate the authority of the person
       performing the functions of the sole executive body of JSC Minoritarnii Holding FGC
       UES and appoint any other individual to perform the functions of the sole executive body
       of JSC Minoritarnii Holding FGC UES.
3.11. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project Implementation of the
   Reform Management Center of RAO UES of Russia, shall be appointed to perform the
   functions of the sole executive body of JSC Minoritarnii Holding GidroOGK;
            The Board of Directors of JSC Minoritarnii Holding GidroOGK, simultaneously with
       the adoption of a resolution on the approval of a resolution on the issue of shares in JSC
       Minoritarnii Holding GidroOGK, shall be entitled to terminate the authority of the person
       performing the functions of the sole executive body of JSC Minoritarnii Holding
       GidroOGK and appoint any other individual to perform the functions of the sole executive
       body of JSC Minoritarnii Holding GidroOGK.
3.12. Vladimir Olegovich Volik, Project Manager of the Reorganization Commission of RAO
   UES of Russia, shall be appointed to perform the functions of the sole executive body of JSC
   OGK-1 Holding;
            The Board of Directors of JSC OGK-1 Holding, simultaneously with the adoption of
       a resolution on the approval of a resolution on the issue of shares in JSC OGK-1 Holding,
       shall be entitled to terminate the authority of the person performing the functions of the
       sole executive body of JSC OGK-1 Holding and appoint any other individual to perform
       the functions of the sole executive body of JSC OGK-1 Holding.
3.13. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department of the
   Reform Management Center of RAO UES of Russia, shall be appointed to perform the
   functions of the sole executive body of JSC OGK-2 Holding;
            The Board of Directors of JSC OGK-2 Holding, simultaneously with the adoption of
       a resolution on the approval of a resolution on the issue of shares in JSC OGK-2 Holding,
       shall be entitled to terminate the authority of the person performing the functions of the
       sole executive body of JSC OGK-2 Holding and appoint any other individual to perform
       the functions of the sole executive body of JSC OGK-2 Holding.
3.14. Maxim Valentinovich Zavalko, First Deputy Head of the Department for Corporate
   Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall
   be appointed to perform the functions of the sole executive body of JSC OGK-3 Holding;
            The Board of Directors of JSC OGK-3 Holding, simultaneously with the adoption of
       a resolution on the approval of a resolution on the issue of shares in JSC OGK-3 Holding,
       shall be entitled to terminate the authority of the person performing the functions of the
       sole executive body of JSC OGK-3 Holding and appoint any other individual to perform
       the functions of the sole executive body of JSC OGK-3 Holding.
3.15. Dmitry Aleksandrovich Burnashev, Head of the Business Planning Department of the
   Corporate Center of RAO UES of Russia, shall be appointed to perform the functions of the
   sole executive body of JSC OGK-4 Holding;
            The Board of Directors of JSC OGK-4 Holding, simultaneously with the adoption of
       a resolution on the approval of a resolution on the issue of shares in JSC OGK-4 Holding,
       shall be entitled to terminate the authority of the person performing the functions of the
       sole executive body of JSC OGK-4 Holding and appoint any other individual to perform
       the functions of the sole executive body of JSC OGK-4 Holding.
3.16. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department of the
   Reform Management Center of RAO UES of Russia, shall be appointed to perform the
   functions of the sole executive body of JSC OGK-6 Holding;
            The Board of Directors of JSC OGK-6 Holding, simultaneously with the adoption of
       a resolution on the approval of a resolution on the issue of shares in JSC OGK-6 Holding,
       shall be entitled to terminate the authority of the person performing the functions of the



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        sole executive body of JSC OGK-6 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC OGK-6 Holding.
3.17. Vladimir Olegovich Volik, Project Manager of the Reorganization Commission of RAO
   UES of Russia, shall be appointed to perform the functions of the sole executive body of JSC
   TGK-1 Holding;
             The Board of Directors of JSC TGK-1 Holding, simultaneously with the adoption of a
        resolution on the approval of a resolution on the issue of shares in JSC TGK-1 Holding,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC TGK-1 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC TGK-1 Holding.
3.18. Igor Alikovich Zenyukov, Deputy Head of the Department for Corporate Governance and
   Shareholder Relations of the Corporate Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC TGK-2 Holding;
             The Board of Directors of JSC TGK-2 Holding, simultaneously with the adoption of a
        resolution on the approval of a resolution on the issue of shares in JSC TGK-2 Holding,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC TGK-2 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC TGK-2 Holding.
3.19. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the Reform
   Management Center of RAO UES of Russia, shall be appointed to perform the functions of
   the sole executive body of JSC Mosenergo Holding;
             The Board of Directors of JSC Mosenergo Holding, simultaneously with the adoption
        of a resolution on the approval of a resolution on the issue of shares in JSC Mosenergo
        Holding, shall be entitled to terminate the authority of the person performing the functions
        of the sole executive body of JSC Mosenergo Holding and appoint any other individual to
        perform the functions of the sole executive body of JSC Mosenergo Holding.
3.20. Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
   Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall
   be appointed to perform the functions of the sole executive body of JSC TGK-4 Holding;
             The Board of Directors of JSC TGK-4 Holding, simultaneously with the adoption of a
        resolution on the approval of a resolution on the issue of shares in JSC TGK-4 Holding,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC TGK-4 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC TGK-4 Holding.
3.21. Svyatoslav Anatolyevich Lychagin, Deputy Head of the Department for the Regulation of
   Property Relations of the Corporate Center of RAO UES of Russia, shall be appointed to
   perform the functions of the sole executive body of JSC TGK-6 Holding;
             The Board of Directors of JSC TGK-6 Holding, simultaneously with the adoption of a
        resolution on the approval of a resolution on the issue of shares in JSC TGK-6 Holding,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC TGK-6 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC TGK-6 Holding.
3.22. Maxim Valentinovich Zavalko, First Deputy Head of the Department for Corporate
   Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall
   be appointed to perform the functions of the sole executive body of JSC Voljskaya TGK
   Holding;
             The Board of Directors of JSC Voljskaya TGK Holding, simultaneously with the
        adoption of a resolution on the approval of a resolution on the issue of shares in JSC
        Voljskaya TGK Holding, shall be entitled to terminate the authority of the person
        performing the functions of the sole executive body of JSC Voljskaya TGK Holding and
        appoint any other individual to perform the functions of the sole executive body of JSC
        Voljskaya TGK Holding.

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3.23. Oleg Vladimirovich Yevseyenkov, First Deputy Head of the Business Planning Department
   of the Corporate Center of RAO UES of Russia, shall be appointed to perform the functions of
   the sole executive body of JSC UGK TGK-8 Holding;
             The Board of Directors of JSC UGK TGK-8 Holding, simultaneously with the
        adoption of a resolution on the approval of a resolution on the issue of shares in JSC UGK
        TGK-8 Holding, shall be entitled to terminate the authority of the person performing the
        functions of the sole executive body of JSC UGK TGK-8 Holding and appoint any other
        individual to perform the functions of the sole executive body of JSC UGK TGK-8
        Holding.
3.24. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate Governance
   and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall be appointed
   to perform the functions of the sole executive body of JSC TGK-9 Holding;
             The Board of Directors of JSC TGK-9 Holding, simultaneously with the adoption of a
        resolution on the approval of a resolution on the issue of shares in JSC TGK-9 Holding,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC TGK-9 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC TGK-9 Holding.
3.25. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the Reform
   Management Center of RAO UES of Russia, shall be appointed to perform the functions of
   the sole executive body of JSC TGK-10 Holding;
             The Board of Directors of JSC TGK-10 Holding, simultaneously with the adoption of
        a resolution on the approval of a resolution on the issue of shares in JSC TGK-10 Holding,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC TGK-10 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC TGK-10 Holding.
3.26. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the Reform
   Management Center of RAO UES of Russia, shall be appointed to perform the functions of
   the sole executive body of JSC TGK-11 Holding;
             The Board of Directors of JSC TGK-11 Holding, simultaneously with the adoption of
        a resolution on the approval of a resolution on the issue of shares in JSC TGK-11 Holding,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC TGK-11 Holding and appoint any other individual to perform
        the functions of the sole executive body of JSC TGK-11 Holding.
3.27. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department of the
   Reform Management Center of RAO UES of Russia, shall be appointed to perform the
   functions of the sole executive body of JSC Kuzbassenergo Holding;
             The Board of Directors of JSC Kuzbassenergo Holding, simultaneously with the
        adoption of a resolution on the approval of a resolution on the issue of shares in JSC
        Kuzbassenergo Holding, shall be entitled to terminate the authority of the person
        performing the functions of the sole executive body of JSC Kuzbassenergo Holding and
        appoint any other individual to perform the functions of the sole executive body of JSC
        Kuzbassenergo Holding.
3.28. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate Governance
   and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall be appointed
   to perform the functions of the sole executive body of JSC Enisei TGK Holding;
             The Board of Directors of JSC Enisei TGK Holding, simultaneously with the
        adoption of a resolution on the approval of a resolution on the issue of shares in JSC
        Enisei TGK Holding, shall be entitled to terminate the authority of the person performing
        the functions of the sole executive body of JSC Enisei TGK Holding and appoint any
        other individual to perform the functions of the sole executive body of JSC Enisei TGK
        Holding.



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3.29. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate Governance
   and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall be appointed
   to perform the functions of the sole executive body of JSC TGK-14 Holding;
            The Board of Directors of JSC TGK-14 Holding, simultaneously with the adoption of
       a resolution on the approval of a resolution on the issue of shares in JSC TGK-14 Holding,
       shall be entitled to terminate the authority of the person performing the functions of the
       sole executive body of JSC TGK-14 Holding and appoint any other individual to perform
       the functions of the sole executive body of JSC TGK-14 Holding.
3.30. Yevgeny Vyacheslavovich Dod, Director General of RAO UES International, shall be
   appointed to perform the functions of the sole executive body of JSC Inter RAO UES
   Holding;
            The Board of Directors of JSC Inter RAO UES Holding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares in JSC Inter
       RAO UES Holding, shall be entitled to terminate the authority of the person performing
       the functions of the sole executive body of JSC Inter RAO UES Holding and appoint any
       other individual to perform the functions of the sole executive body of JSC Inter RAO
       UES Holding.
3.31. Aleksander Ivanovich Kazakov, Director General of OAO MUEK, shall be appointed to
   perform the functions of the sole executive body of JSC Holding MRSK;
            The Board of Directors of JSC Holding MRSK, simultaneously with the adoption of a
       resolution on the approval of a resolution on the issue of shares in JSC Holding MRSK,
       shall be entitled to terminate the authority of the person performing the functions of the
       sole executive body of JSC Holding MRSK and appoint any other individual to perform
       the functions of the sole executive body of JSC Holding MRSK.
3.32. Ivan Valentinovich Blagodyr, Director General of OAO OGK-3, shall be appointed to
   perform the functions of the sole executive body of JSC RAO Energy System of East;
            The Board of Directors of JSC RAO Energy System of East, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares in JSC RAO
       Energy System of East, shall be entitled to terminate the authority of the person
       performing the functions of the sole executive body of JSC RAO Energy System of East
       and appoint any other individual to perform the functions of the sole executive body of
       JSC RAO Energy System of East.
3.33. Vladimir Olegovich Volik, Project Manager of the Reorganization Commission of RAO
   UES of Russia, shall be appointed to perform the functions of the sole executive body of JSC
   Centerenergyholding;
            The Board of Directors of JSC Centerenergyholding, simultaneously with the
       adoption of a resolution on the approval of a resolution on the issue of shares in JSC
       Centerenergyholding, shall be entitled to terminate the authority of the person performing
       the functions of the sole executive body of JSC Centerenergyholding and appoint any
       other individual to perform the functions of the sole executive body of JSC
       Centerenergyholding.
3.34. Vladimir Olegovich Volik, Project Manager of the Reorganization Commission of RAO
   UES of Russia, shall be appointed to perform the functions of the sole executive body of JSC
   Sibenergyholding;
            The Board of Directors of JSC Sibenergyholding, simultaneously with the adoption of
       a resolution on the approval of a resolution on the issue of shares in JSC
       Sibenergyholding, shall be entitled to terminate the authority of the person performing the
       functions of the sole executive body of JSC Sibenergyholding and appoint any other
       individual to perform the functions of the sole executive body of JSC Sibenergyholding.
3.35. Aleksander Sergeyevich Isayev, Advisor to the Executive Director of OAO OGK-3, shall be
   appointed to perform the functions of the sole executive body of JSC Intergeneration.



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             The Board of Directors of JSC Intergeneration, simultaneously with the adoption of a
        resolution on the approval of a resolution on the issue of shares in JSC Intergeneration,
        shall be entitled to terminate the authority of the person performing the functions of the
        sole executive body of JSC Intergeneration and appoint any other individual to perform
        the functions of the sole executive body of JSC Intergeneration.
3.36. It shall be specified that the Internal Audit Commission of JSC Gosudarstvennii Holding
   will be composed of
No. Candidate's Full Name and Position
1      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Anatoly Valerievich Baitov, Head of the Directorate for Financial Control and Internal
       Audit of OAO FGC UES
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.37. It shall be specified that the Internal Audit Commission of JSC Gosudarstvennii Holding
   GidroOGK will be composed of
No. Candidate's Full Name and Position
1      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.38. It shall be specified that the Internal Audit Commission of JSC Minoritarnii Holding FGC
   UES will be composed of
No. Candidate's Full Name and Position
1       Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2       Marina Alekseevna Lelekova, Deputy Head of the Directorate for Financial Control and
        Internal Audit of OAO FGC UES
3       Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
        of RAO UES of Russia
4       Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
        the Corporate Center of RAO UES of Russia
5       Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
        Center of RAO UES of Russia




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3.39. It shall be specified that the Internal Audit Commission of JSC Minoritarnii Holding
   GidroOGK will be composed of:

No.   Candidate's Full Name and Position
1     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2     Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate Governance
      and Shareholder Relations of the Corporate Center of RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
      of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
      Center of RAO UES of Russia




3.40. It shall be specified that the Internal Audit Commission of JSC OGK-1 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.41. It shall be specified that the Internal Audit Commission of JSC OGK-2 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center

                                                                                           186
      of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
      Center of RAO UES of Russia

3.42. It shall be specified that the Internal Audit Commission of JSC OGK-3 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.43. It shall be specified that the Internal Audit Commission of JSC OGK-4 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.44. It shall be specified that the Internal Audit Commission of JSC OGK-6 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.45. It shall be specified that the Internal Audit Commission of JSC TGK-1 Holding will be
   composed of
No. Candidate's Full Name and Position

                                                                                           187
1     Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
      of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
      Center of RAO UES of Russia

3.46. It shall be specified that the Internal Audit Commission of JSC TGK-2 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.47. It shall be specified that the Internal Audit Commission of JSC Mosenergo Holding will be
   composed of
No. Candidate's Full Name and Position
1       Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2       Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3       Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
        of RAO UES of Russia
4       Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
        the Corporate Center of RAO UES of Russia
5       Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
        Center of RAO UES of Russia

3.48. It shall be specified that the Internal Audit Commission of JSC TGK-4 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Sergei Olegovich Erdenko - Senior Expert of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia
                                                                                            188
3.49. It shall be specified that the Internal Audit Commission of JSC TGK-6 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.50. It shall be specified that the Internal Audit Commission of JSC Voljskaya TGK Holding
   will be composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.51. It shall be specified that the Internal Audit Commission of JSC UGK TGK-8 Holding will
   be composed of
No. Candidate's Full Name and Position
1       Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2       Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3       Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
        of RAO UES of Russia
4       Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
        the Corporate Center of RAO UES of Russia
5       Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
        Center of RAO UES of Russia

3.52. It shall be specified that the Internal Audit Commission of JSC TGK-9 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
                                                                                            189
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
      Center of RAO UES of Russia

3.53. It shall be specified that the Internal Audit Commission of JSC TGK-10 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.54. It shall be specified that the Internal Audit Commission of JSC TGK-11 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.55. It shall be specified that the Internal Audit Commission of JSC Kuzbassenergo Holding will
   be composed of
No. Candidate's Full Name and Position
1       Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2       Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3       Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate
        Center of RAO UES of Russia
4       Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
        the Corporate Center of RAO UES of Russia
5       Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the
        Corporate Center of RAO UES of Russia

3.56. It shall be specified that the Internal Audit Commission of JSC Enisei TGK Holding will be
   composed of
No. Candidate's Full Name and Position
1       Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
        Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
                                                                                            190
2     Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
      Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3     Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
      of RAO UES of Russia
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia
5     Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
      Center of RAO UES of Russia

3.57. It shall be specified that the Internal Audit Commission of JSC TGK-14 Holding will be
   composed of
No. Candidate's Full Name and Position
1      Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

3.58. It shall be specified that the Internal Audit Commission of JSC Inter RAO UES Holding
   will be composed of
No. Candidate's Full Name and Position
1      Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of Industry and
       Energy of the Russian Federation
2      Andrei Nikolayevich Kobzev, Head of a Unit of the Federal Energy Agency
3      Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for Economic
       Development and Trade of the Russian Federation
4      Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry and Energy
       of the Russian Federation
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the
       Corporate Center of RAO UES of Russia

3.59. It shall be specified that the Internal Audit Commission of JSC Holding MRSK will be
   composed of
No. Candidate's Full Name and Position
1      Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of Industry and
       Energy of the Russian Federation
2      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia
3      Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for Economic
       Development and Trade of the Russian Federation
4      Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry and Energy
       of the Russian Federation
5      Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal Energy
       Agency

3.60. It shall be specified that the Internal Audit Commission of JSC RAO Energy System of East
   will be composed of
                                                                                           191
No.   Candidate's Full Name and Position
1     Maxim Genrikhovich Balashov, Deputy Director of a Department of the Ministry of
      Industry and Energy of the Russian Federation
2     Andrei Nikolayevich Kobzev, Head of a Unit of the Federal Energy Agency
3     Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for Economic
      Development and Trade of the Russian Federation
4     Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
      the Corporate Center of RAO UES of Russia
5     Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal Energy
      Agency

3.61. It shall be specified that the Internal Audit Commission of JSC Centerenergyholding will be
   composed of
No. Candidate's Full Name and Position
1       Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate Governance
        and Shareholder Relations of the Corporate Center of RAO UES of Russia
2       Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate Governance
        and Shareholder Relations of the Corporate Center of RAO UES of Russia
3       Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate
        Center of RAO UES of Russia
4       Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
        the Corporate Center of RAO UES of Russia
5       Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the
        Corporate Center of RAO UES of Russia

3.62. It shall be specified that the Internal Audit Commission of JSC Sibenergyholding will be
   composed of
No. Candidate's Full Name and Position
1      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia
2      Tatiana Ivanovna Marinina, Chief Specialist of OAO SUEK.
3      Sofiya Ivanovna Mokhnachevskaya, Chief Specialist, Expert in the valuation of assets and
       mineral reserves of OAO SUEK.
4      Yekaterina Dmitrievna Inozemtseva, Head of the Division for Audit of Power Industry
       Enterprises of OAO SUEK.
5      Svetlana Anatolyevna Dorokhova, Chief Specialist of the In-House Audit Division of
       OAO SUEK.

3.63. It shall be specified that the Internal Audit Commission of JSC Intergeneration will be
   composed of
No. Candidate's Full Name and Position
1      Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate
       Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia
2      Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate Governance
       and Shareholder Relations of the Corporate Center of RAO UES of Russia
3      Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center
       of RAO UES of Russia
4      Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of
       the Corporate Center of RAO UES of Russia
5      Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate
       Center of RAO UES of Russia

                                                                                             192
3.64. The register of owners of issue-grade securities of each company to be established shall be
   maintained by:
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC
       Gosudarstvennii Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC
       Gosudarstvennii Holding GidroOGK;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Minoritarnii
       Holding FGC UES;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Minoritarnii
       Holding GidroOGK;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC OGK-1
       Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC OGK-2
       Holding;
    - ZAO STATUS Registration Company located at: 109544, Moscow, ul.
       Dobrovolcheskaya, d. 1/64 for JSC OGK-3 Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC OGK-4
       Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC OGK-6
       Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-1
       Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-2
       Holding;
    - ZAO Reestr-Servis Specialized Registrar located at: 115035, Russia, Moscow, ul.
       Sadovnicheskaya, d. 15 for JSC Mosenergo Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-4
       Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-6
       Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Voljskaya
       TGK Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC UGK TGK-8
       Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
       V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-9
       Holding;

                                                                                             193
   -    OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
        V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-10
        Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
        V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-11
        Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
        V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC
        Kuzbassenergo Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
        V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Enisei TGK
        Holding;
    - OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp.
        V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-14
        Holding;
    - ZAO Novyi Registrator located at: 107023, Moscow, ul. Buzheninova, dom 30, 2nd floor,
        postal address: 107023, Moscow, ul. Buzheninova, dom 30 for JSC Inter RAO UES
        Holding;
    - ZAO STATUS Registration Company located at: 109544, Moscow, ul.
        Dobrovolcheskaya, d. 1/64 for JSC Holding MRSK;
    - ZAO STATUS Registration Company located at: 109544, Moscow, ul.
        Dobrovolcheskaya, d. 1/64 for JSC RAO Energy System of East;
    - ZAO STATUS Registration Company located at: 109544, Moscow, ul.
        Dobrovolcheskaya, d. 1/64 for JSC Centerenergyholding;
    - ZAO STATUS Registration Company located at: 109544, Moscow, ul.
        Dobrovolcheskaya, d. 1/64 for JSC Sibenergyholding;
    - ZAO STATUS Registration Company located at: 109544, Moscow, ul.
        Dobrovolcheskaya, d. 1/64 for JSC Intergeneration.
   If a company which, pursuant to a resolution of this General Meeting of Shareholders, will
take over a company to be established pursuant to this resolution changes its registrar, such
registrar shall simultaneously be the registrar of the established company concerned.
   If a company to be spun off pursuant to this resolution is to be taken over by another company,
yet this takeover proves impossible due to the conditions envisioned by this resolution, this spun-
off company shall be deemed to have been established in accordance with article 19 of the
Federal Law "On Joint-Stock Companies" and the registrar of such company shall be ZAO
STATUS Registration Company located at: 109544, Moscow, ul. Dobrovolcheskaya, d. 1/64.
3.65. The Articles of Association of JSC Gosudarstvennii Holding (Appendix 1) shall be
   approved.
3.66. The Articles of Association of JSC Gosudarstvennii Holding GidroOGK (Appendix 2) shall
   be approved.
3.67. The Articles of Association of JSC Minoritarnii Holding FGC UES (Appendix 3) shall be
   approved.
3.68. The Articles of Association of JSC Minoritarnii Holding GidroOGK (Appendix 4) shall be
   approved.
3.69. The Articles of Association of JSC OGK-1 Holding (Appendix 5) shall be approved.
3.70. The Articles of Association of JSC OGK-2 Holding (Appendix 6) shall be approved.
3.71. The Articles of Association of JSC OGK-3 Holding (Appendix 7) shall be approved.
3.72. The Articles of Association of JSC OGK-4 Holding (Appendix 8) shall be approved.
3.73. The Articles of Association of JSC OGK-6 Holding (Appendix 9) shall be approved.
3.74. The Articles of Association of JSC TGK-1 Holding (Appendix 10) shall be approved.
3.75. The Articles of Association of JSC TGK-2 Holding (Appendix 11) shall be approved.
3.76. The Articles of Association of JSC Mosenergo Holding (Appendix 12) shall be approved.

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3.77. The Articles of Association of JSC TGK-4 Holding (Appendix 13) shall be approved.
3.78. The Articles of Association of JSC TGK-6 Holding (Appendix 14) shall be approved.
3.79. The Articles of Association of JSC Voljskaya TGK Holding (Appendix 15) shall be
   approved.
3.80. The Articles of Association of JSC UGK TGK-8 Holding (Appendix 16) shall be approved.
3.81. The Articles of Association of JSC TGK-9 Holding (Appendix 17) shall be approved.
3.82. The Articles of Association of JSC TGK-10 Holding (Appendix 18) shall be approved.
3.83. The Articles of Association of JSC TGK-11 Holding (Appendix 19) shall be approved.
3.84. The Articles of Association of JSC Kuzbassenergo Holding (Appendix 20) shall be
   approved.
3.85. The Articles of Association of JSC Enisei TGK Holding (Appendix 21) shall be approved.
3.86. The Articles of Association of JSC TGK-14 Holding (Appendix 22) shall be approved.
3.87. The Articles of Association of JSC Inter RAO UES Holding (Appendix 23) shall be
   approved.
3.88. The Articles of Association of JSC Holding MRSK (Appendix 24) shall be approved.
3.89. The Articles of Association of JSC RAO Energy System of East (Appendix 25) shall be
   approved.
3.90. The Articles of Association of JSC Centerenergyholding (Appendix 26) shall be approved.
3.91. The Articles of Association of JSC Sibenergyholding (Appendix 27) shall be approved.
3.92. The Articles of Association of JSC Intergeneration (Appendix 28) shall be approved.
3.93. A company to be established shall not be subject to takeover as provided for by the takeover
   agreement and such company shall be deemed to have been established in accordance with
   article 19 of the Federal Law "On Joint-Stock Companies".
3.94. As of the adoption of this resolution until the completion of reorganization of RAO UES of
   Russia, RAO UES of Russia shall not be entitled to dispose of, pledge and execute any other
   transactions which lead or may lead to the disposal or encumbrance of the shares in OAO
   FGC UES, OAO HydroOGK, OAO OGK-1, OAO OGK-2, OAO OGK-3, OAO OGK-4,
   OAO OGK-6, OAO TGK-1, OAO TGK-2, OAO Mosenergo, OAO TGK-4, OAO TGK-6,
   OAO Volzhskaya TGK, OAO YUGK TGK-8, OAO TGK-9, OAO TGK-10, OAO TGK-11,
   OAO Kuzbassenergo, OAO Yeniseiskaya TGK (TGK-13), OAO TGK-14 in an amount
   exceeding the total number of shares in each above-mentioned company, which in accordance
   with the separation balance sheet of RAO UES of Russia approved by this resolution are
   allocated to JSC Gosudarstvennii Holding and JSC Gosudarstvennii Holding GidroOGK.
3.95. The identification of the legal entities named in this resolution, including in case of change
   in their name and/or location, shall be carried out using the following primary state
   registration numbers (OGRN) (for Russian legal entities) or registration number (for
   MADAKE ENTERPRISES COMPANY LIMITED):
    - OAO FGC UES - OGRN: 1024701893336;
    - OAO HydroOGK - OGRN: 1042401810494;
    - OAO OGK-1 - OGRN: 1057200597960;
    - OAO OGK-2 - OGRN: 1052600002180;
    - OAO OGK-3 - OGRN: 1040302983093;
    - OAO OGK-4 - OGRN: 1058602056985;
    - OAO OGK-6 - OGRN: 1056164020769;
    - OAO TGK-1 - OGRN: 1057810153400;
    - OAO TGK-2 - OGRN: 1057601091151;
    - OAO Mosenergo - OGRN: 1027700302420;
    - OAO TGK-4 - OGRN: 1056882304489;
    - OAO TGK-6 -OGRN: 1055230028006;
    - OAO Volzhskaya TGK - OGRN: 1056315070350;
    - OAO YUGK TGK-8 - OGRN: 1053000012790;
    - OAO TGK-9 - OGRN: 1045900550024;

                                                                                                195
   -   OAO TGK-10 - OGRN: 1058602102437;
   -   OAO TGK-11 - OGRN: 1055406226237;
   -   OAO Kuzbassenergo - OGRN: 1024200678260;
   -   OAO Yeniseiskaya TGK (TGK-13) - OGRN: 1051901068020;
   -   OAO TGK-14 - OGRN: 1047550031242;
   -   OAO Sochinskaya TPP - OGRN: 1022302933630.
   -   OOO Gazoenergeticheskaya Kompaniya - OGRN: 1037739465004;
   -   OJSC MMC NORILSK NICKEL - OGRN: 1028400000298;
   -   MADAKE ENTERPRISES COMPANY LIMITED – registration number: 201936, the
       Republic of Cyprus.
3.96. Disputes, controversies and requirements arising among the companies spun off from RAO
   UES of Russia (their legal successors), including all disputes in connection with the adopted
   decisions concerning the reorganization of RAO UES of Russia, shall be settled in accordance
   with the existing dispute reference agreements among them.

  For issue 2:
The Board of Directors of JSC Gosudarstvennii Holding composed of the following
members shall be elected:
    1. Mikhail Yuryevich Tuzov
    2. Aleksander Yevgenyevich Molotnikov
    3. Andrei Natanovich Rappoport
    4. Yury Vitalyevich Loginov
    5. Yevgeny Nikolayevich Bykhanov
    6. Valery Vassilyevich Nepsha
    7. Igor Stepanovich Kozhukhovsky
    8. Aleksander Kirillovich Obraztsov
    9. Aleksander Nikolayevich Chistyakov
    10. Maxim Nikolayevich Bunyakin
    11. Grigory Yuryevich Glazkov
    12. Yury Vladimirovich Goncharov
    13. Aleksander Sergeyevich Kovalev
    14. Dmitry Aleksandrovich Burnashev
    15. Aleksei Romanovich Kachai

  For issue 3:
The Board of Directors of JSC Gosudarstvennii Holding GidroOGK composed of the
following members shall be elected:
1. Dmitry Sergeyevich Akhanov
2. Dmitry Viktorovich Shtykov
3. Yan Aleksandrovich Zuyev
4. Yevgeny Nikolayevich Bykhanov
5. Khvicha Patayevich Kharchilava
6. Dmitry Aleksandrovich Burnashev
7. Mikhail Vladimirovich Smirnov
8. Dmitry Anatolyevich Tuzov
9. Igor Alikovich Zenyukov
10. Igor Stepanovich Kozhukhovsky
11. Yury Bronislavovich Yukhnevich
12. Yelena Villenovna Ekzarkho
13. Yury Vitalyevich Loginov
14. Aleksander Sergeyevich Kovalev

                                                                                            196
15. Vladimir Danilovich Flegontov

  For issue 4:
The Board of Directors of JSC Minoritarnii Holding FGC UES composed of the following
members shall be elected:
     1. Mikhail Yuryevich Tuzov
     2. Aleksander Nikolayevich Chistyakov
     3. Andrei Natanovich Rappoport
     4. Dmitry Sergeyevich Akhanov
     5. Maxim Nikolayevich Bunyakin
     6. Yury Bronislavovich Yukhnevich
     7. Sergei Olegovich Erdenko
     8. Andrei Vladimirovich Gabov
     9. Igor Stepanovich Kozhukhovsky
     10. Dmitry Aleksandrovich Burnashev
     11. Aleksander Yevgenyevich Molotnikov
     12. Grigory Yuryevich Glazkov
     13. Yevgeny Nikolayevich Bykhanov
     14. Aleksander Kirillovich Obraztsov
     15. Khvicha Patayevich Kharchilava

  For issue 5:
The Board of Directors of JSC Minoritarnii Holding GidroOGK composed of the following
members shall be elected:
     1. Igor Alikovich Zenyukov
     2. Dmitry Aleksandrovich Burnashev
     3. Igor Stepanovich Kozhukhovsky
     4. Roman Yuryevich Sorokin
     5. Maxim Leonidovich Volkov
     6. Yury Vitalyevich Loginov
     7. Tatiana Vladimirovna Kochetkova
     8. Yan Aleksandrovich Zuyev
     9. Maxim Nikolayevich Bunyakin
     10. Aleksei Romanovich Kachai
     11. Dmitry Viktorovich Shtykov
     12. Valery Vassilyevich Nepsha
     13. Igor Nikolayevich Repin
     14. Maxim Igorevich Shulin
     15. Yanina Anatolyevna Denisenko

  For issue 6:
The Board of Directors of JSC OGK-1 Holding composed of the following members shall be
elected:
      1. Maxim Leonidovich Volkov
      2. Dmitry Viktorovich Shtykov
      3. Vladimir Yevgenyevich Avetisyan
      4. Valery Vassilyevich Nepsha
      5. Oleg Vladimirovich Yevseyenkov
      6. Yury Vitalyevich Loginov
      7. Grigory Mikhailovich Kharenko
      8. Yury Anatolyevich Zhelyabovsky

                                                                                  197
     9. Aleksander Yevgenyevich Molotnikov
     10. Yelena Nikolaevna Ulanovskaya
     11. Madina Mukharbievna Suyunova
     12. Polina Valentinovna Strizhenko
     13. Vladimir Olegovich Volik
     14. Maxim Nikolayevich Bunyakin
     15. Yury Borisovich Nekipelov

  For issue 7:
The Board of Directors of JSC OGK-2 Holding composed of the following members shall be
elected:
      1. Igor Alikovich Zenyukov
      2. Igor Nikolayevich Repin
      3. Maxim Leonidovich Volkov
      4. Yevgeny Nikolayevich Bykhanov
      5. Svyatoslav Anatolyevich Lychagin
      6. Mikhail Eduardovich Lisyansky
      7. Madina Mukharbievna Suyunova
      8. Natalya Vyacheslavovna Zaikina
      9. Maxim Aleksandrovich Yeremeyev
      10. Yury Vitalyevich Loginov
      11. Oleg Valentinovich Dunin
      12. Maxim Nikolayevich Bunyakin
      13. Khvicha Patayevich Kharchilava
      14. Yanina Anatolyevna Denisenko
      15. Yan Aleksandrovich Zuyev

  For issue 8:
The Board of Directors of JSC OGK-3 Holding composed of the following members shall be
elected:
1. Svyatoslav Anatolyevich Lychagin
2. Maxim Leonidovich Volkov
3. Maxim Valentinovich Zavalko
4. Dmitry Eduardovich Selyutin
5. Oleg Vladimirovich Yevseyenkov
6. Yury Vitalyevich Loginov
7. Yury Bronislavovich Yukhnevich
8. Yan Aleksandrovich Zuyev
9. Natalya Viktorovna Zaitseva
10. Maxim Nikolayevich Bunyakin
11. Dmitry Viktorovich Shtykov
12. Yevgeny Nikolayevich Bykhanov
13. Dmitry Anatolyevich Tuzov
14. Vladimir Danilovich Flegontov
   15. Pavel Borisovich Matveyev


  For issue 9:
The Board of Directors of JSC OGK-4 Holding composed of the following members shall be
elected:
      1. Maxim Aleksandrovich Yeremeyev

                                                                                  198
     2. Igor Nikolayevich Repin
     3. Maxim Leonidovich Volkov
     4. Oleg Vassilyevich Kulikov
     5. Valery Vassilyevich Nepsha
     6. Aleksei Romanovich Kachai
     7. Mikhail Eduardovich Lisyansky
     8. Yury Pavlovich Makushin
     9. Vladimir Olegovich Volik
     10. Yury Vitalyevich Loginov
     11. Natalya Viktorovna Zaitseva
     12. Svyatoslav Anatolyevich Lychagin
     13. Yury Bronislavovich Yukhnevich
     14. Dmitry Vassilyevich Fedorchuk
     15. Grigory Yuryevich Glazkov

  For issue 10:
The Board of Directors of JSC OGK-6 Holding composed of the following members shall be
elected:
      1. Maxim Aleksandrovich Yeremeyev
      2. Maxim Leonidovich Volkov
      3. Valery Vassilyevich Nepsha
      4. Maxim Valentinovich Zavalko
      5. Dmitry Eduardovich Selyutin
      6. Svyatoslav Anatolyevich Lychagin
      7. Aleksander Kirillovich Obraztsov
      8. Natalya Vyacheslavovna Zaikina
      9. Oleg Vladimirovich Yevseyenkov
      10. Yury Bronislavovich Yukhnevich
      11. Yury Vitalyevich Loginov
      12. Aleksei Romanovich Kachai
      13. Tatiana Vladimirovna Kochetkova
      14. Aleksander Viktorovich Varvarin
      15. Vladimir Danilovich Flegontov

  For issue 11:
The Board of Directors of JSC TGK-1 Holding composed of the following members shall be
elected:
      1. Igor Alikovich Zenyukov
      2. Yanina Anatolyevna Denisenko
      3. Denis Viktorovich Kulikov
      4. Maxim Leonidovich Volkov
      5. Yury Vitalyevich Loginov
      6. Svyatoslav Anatolyevich Lychagin
      7. Natalya Vyacheslavovna Zaikina
      8. Dmitry Eduardovich Selyutin
      9. Grigory Mikhailovich Kharenko
      10. Oleg Vladimirovich Yevseyenkov
      11. Vyacheslav Mikhailovich Dolgikh
      12. Maxim Nikolayevich Bunyakin
      13. Maxim Aleksandrovich Yeremeyev
      14. Maxim Igorevich Shulin
      15. Yan Aleksandrovich Zuyev
                                                                                  199
  For issue 12:
The Board of Directors of JSC TGK-2 Holding composed of the following members shall be
elected:
      1. Igor Alikovich Zenyukov
      2. Maxim Leonidovich Volkov
      3. Yury Borisovich Nekipelov
      4. Yury Bronislavovich Yukhnevich
      5. Svyatoslav Anatolyevich Lychagin
      6. Dmitry Eduardovich Selyutin
      7. Yury Vitalyevich Loginov
      8. Vladimir Danilovich Flegontov
      9. Oleg Vassilyevich Kulikov
      10. Aleksander Kirillovich Obraztsov
      11. Oleg Vladimirovich Yevseyenkov
      12. Yelena Villenovna Ekzarkho
      13. Polina Valentinovna Strizhenko
      14. Maxim Aleksandrovich Yeremeyev
      15. Maxim Nikolayevich Bunyakin

  For issue 13:
The Board of Directors of JSC Mosenergo Holding composed of the following members
shall be elected:
      1. Igor Alikovich Zenyukov
      2. Igor Nikolayevich Repin
      3. Oleg Vassilyevich Kulikov
      4. Maxim Leonidovich Volkov
      5. Svyatoslav Anatolyevich Lychagin
      6. Dmitry Eduardovich Selyutin
      7. Vyacheslav Mikhailovich Dolgikh
      8. Natalya Vyacheslavovna Zaikina
      9. Oleg Vladimirovich Yevseyenkov
      10. Polina Valentinovna Strizhenko
      11. Yury Bronislavovich Yukhnevich
      12. Dmitry Anatolyevich Tuzov
      13. Dmitry Viktorovich Shtykov
      14. Maxim Nikolayevich Bunyakin
      15. Grigory Yuryevich Glazkov

  For issue 14:
The Board of Directors of JSC TGK-4 Holding composed of the following members shall be
elected:
      1. Igor Alikovich Zenyukov
      2. Maxim Leonidovich Volkov
      3. Oleg Vassilyevich Kulikov
      4. Yanina Anatolyevna Denisenko
      5. Svyatoslav Anatolyevich Lychagin
      6. Maxim Aleksandrovich Yeremeyev
      7. Natalya Grigorievna Boiko
      8. Tatiana Vladimirovna Kochetkova
      9. Yan Aleksandrovich Zuyev

                                                                                  200
     10. Dmitry Eduardovich Selyutin
     11. Yury Bronislavovich Yukhnevich
     12. Oleg Vladimirovich Yevseyenkov
     13. Grigory Mikhailovich Kharenko
     14. Polina Valentinovna Strizhenko
     15. Vladimir Danilovich Flegontov

  For issue 15:
The Board of Directors of JSC TGK-6 Holding composed of the following members shall be
elected:
      1. Maxim Leonidovich Volkov
      2. Igor Nikolayevich Repin
      3. Vladimir Yevgenyevich Avetisyan
      4. Natalya Grigorievna Boiko
      5. Yury Bronislavovich Yukhnevich
      6. Maxim Igorevich Shulin
      7. Oleg Vladimirovich Yevseyenkov
      8. Aleksei Romanovich Kachai
      9. Dmitry Anatolyevich Tuzov
      10. Vladimir Mikhailovich Tarasov
      11. Yan Aleksandrovich Zuyev
      12. Aleksander Yevgenyevich Molotnikov
      13. Yelena Villenovna Ekzarkho
      14. Yury Anatolyevich Zhelyabovsky
      15. Vladimir Danilovich Flegontov

  For issue 16:
The Board of Directors of JSC Voljskaya TGK Holding composed of the following members
shall be elected:
      1. Dmitry Sergeyevich Akhanov
      2. Igor Nikolayevich Repin
      3. Vladimir Yevgenyevich Avetisyan
      4. Maxim Valentinovich Zavalko
      5. Dmitry Anatolyevich Tuzov
      6. Yury Pavlovich Makushin
      7. Tatiana Vladimirovna Kochetkova
      8. Aleksander Kirillovich Obraztsov
      9. Aleksei Romanovich Kachai
      10. Natalya Vyacheslavovna Zaikina
      11. Maxim Nikolayevich Bunyakin
      12. Dmitry Viktorovich Shtykov
      13. Oleg Vladimirovich Yevseyenkov
      14. Aleksander Viktorovich Varvarin
      15. Yury Anatolyevich Zhelyabovsky

  For issue 17:
The Board of Directors of JSC UGK TGK-8 Holding composed of the following members
shall be elected:
      1. Igor Alikovich Zenyukov
      2. Maxim Leonidovich Volkov

                                                                                  201
     3. Denis Viktorovich Kulikov
     4. Dmitry Sergeyevich Akhanov
     5. Sergei Olegovich Erdenko
     6. Valery Vassilyevich Nepsha
     7. Yury Borisovich Nekipelov
     8. Aleksander Kirillovich Obraztsov
     9. Dmitry Eduardovich Selyutin
     10. Yury Bronislavovich Yukhnevich
     11. Oleg Vladimirovich Yevseyenkov
     12. Maxim Nikolayevich Bunyakin
     13. Aleksei Romanovich Kachai
     14. Vladimir Olegovich Volik
     15. Maxim Igorevich Shulin

  For issue 18:
The Board of Directors of JSC TGK-9 Holding composed of the following members shall be
elected:
      1. Igor Alikovich Zenyukov
      2. Igor Nikolayevich Repin
      3. Maxim Leonidovich Volkov
      4. Madina Mukharbievna Suyunova
      5. Yevgeny Nikolayevich Bykhanov
      6. Denis Viktorovich Kulikov
      7. Svyatoslav Anatolyevich Lychagin
      8. Yury Vitalyevich Loginov
      9. Dmitry Eduardovich Selyutin
      10. Tatiana Vladimirovna Kochetkova
      11. Oleg Vladimirovich Yevseyenkov
      12. Maxim Igorevich Shulin
      13. Maxim Nikolayevich Bunyakin
      14. Polina Valentinovna Strizhenko
      15. Yanina Anatolyevna Denisenko

  For issue 19:
The Board of Directors of JSC TGK-10 Holding composed of the following members shall
be elected:
      1. Maxim Leonidovich Volkov
      2. Igor Nikolayevich Repin
      3. Oleg Vladimirovich Yevseyenkov
      4. Maxim Igorevich Shulin
      5. Svyatoslav Anatolyevich Lychagin
      6. Natalya Viktorovna Zaitseva
      7. Vladimir Olegovich Volik
      8. Tatiana Vladimirovna Kochetkova
      9. Mikhail Sergeyevich Molchanov
      10. Yury Vitalyevich Loginov
      11. Mikhail Eduardovich Lisyansky
      12. Aleksander Yevgenyevich Molotnikov
      13. Grigory Mikhailovich Kharenko
      14. Aleksander Viktorovich Varvarin
      15. Yan Aleksandrovich Zuyev


                                                                                  202
  For issue 20:
The Board of Directors of JSC TGK-11 Holding composed of the following members shall
be elected:
      1. Maxim Leonidovich Volkov
      2. Maxim Valentinovich Zavalko
      3. Valery Vassilyevich Nepsha
      4. Dmitry Vassilyevich Fedorchuk
      5. Maxim Aleksandrovich Yeremeyev
      6. Natalya Viktorovna Zaitseva
      7. Vladimir Olegovich Volik
      8. Yury Vitalyevich Loginov
      9. Yelena Nikolaevna Ulanovskaya
      10. Yury Borisovich Nekipelov
      11. Svyatoslav Anatolyevich Lychagin
      12. Aleksander Viktorovich Varvarin
      13. Yelena Villenovna Ekzarkho
      14. Madina Mukharbievna Suyunova
      15. Aleksander Yevgenyevich Molotnikov

  For issue 21:
The Board of Directors of JSC Kuzbassenergo Holding composed of the following members
shall be elected:
1. Maxim Leonidovich Volkov
2. Igor Nikolayevich Repin
3. Sergei Olegovich Erdenko
4. Maxim Igorevich Shulin
5. Aleksander Kirillovich Obraztsov
6. Oleg Valentinovich Dunin
7. Natalya Grigorievna Boiko
8. Yury Vitalyevich Loginov
9. Mikhail Eduardovich Lisyansky
10. Yelena Vladimirovna Yevseyenkova
11. Dmitry Anatolyevich Tuzov
12. Madina Mukharbievna Suyunova
13. Yelena Villenovna Ekzarkho
14. Yanina Anatolyevna Denisenko
    15. Aleksei Alekseyevich Znamensky


  For issue 22:
The Board of Directors of JSC Enisei TGK Holding composed of the following members
shall be elected:
      1. Maxim Leonidovich Volkov
      2. Natalya Grigorievna Boiko
      3. Yury Borisovich Nekipelov
      4. Sergei Olegovich Erdenko
      5. Igor Alikovich Zenyukov
      6. Dmitry Eduardovich Selyutin
      7. Maxim Igorevich Shulin
      8. Tatiana Vladimirovna Kochetkova
      9. Aleksander Kirillovich Obraztsov

                                                                                 203
     10. Oleg Vassilyevich Kulikov
     11. Oleg Vladimirovich Yevseyenkov
     12. Vyacheslav Mikhailovich Dolgikh
     13. Yury Bronislavovich Yukhnevich
     14. Maxim Nikolayevich Bunyakin
     15. Vladimir Danilovich Flegontov

  For issue 23:
The Board of Directors of JSC TGK-14 Holding composed of the following members shall
be elected:
1. Svyatoslav Anatolyevich Lychagin
2. Maxim Leonidovich Volkov
3. Maxim Valentinovich Zavalko
4. Yury Pavlovich Makushin
5. Larisa Valentinovna Blagoveshchenskaya
6. Madina Mukharbievna Suyunova
7. Yury Vitalyevich Loginov
8. Yan Aleksandrovich Zuyev
9. Tatiana Vladimirovna Kochetkova
10. Yelena Villenovna Ekzarkho
11. Oleg Vassilyevich Kulikov
12. Maxim Aleksandrovich Yeremeyev
13. Maxim Igorevich Shulin
14. Yury Borisovich Nekipelov
15. Aleksander Yevgenyevich Molotnikov

  For issue 24:
The Board of Directors of JSC Inter RAO UES Holding composed of the following
members shall be elected:
1. Aleksander Stalyevich Voloshin
2. Viktor Borisovich Khristenko
3. Kirill Gennadyevich Androsov
4. Andrei Vladimirovich Dementyev
5. Gleb Sergeyevich Nikitin
6. Yevgeny Vyacheslavovich Dod
7. Sergei Vladimirovich Kirienko
8. German Oskarovich Gref
9. Vyacheslav Mikhailovich Kravchenko
10. Denis Arkadyevich Askinadze
11. Boris Ilyich Ayuev
12. Andrei Natanovich Rappoport
13. Maxim Genrikhovich Balashov
14. Yury Mitrofanovich Medvedev
15. Mikhail Ivanovich Buyanov

  For issue 25:
The Board of Directors of JSC Holding MRSK composed of the following members shall be
elected:
      1. Yakov Moiseyevich Urinson
      2. Aleksander Stalyevich Voloshin
      3. Denis Arkadyevich Askinadze

                                                                                 204
    4. Mikhail Ivanovich Buyanov
    5. Viktor Borisovich Khristenko
    6. Kirill Gennadyevich Androsov
    7. Andrei Vladimirovich Dementyev
    8. Gleb Sergeyevich Nikitin
    9. Aleksander Ivanovich Kazakov
    10. Vyacheslav Mikhailovich Kravchenko
    11. Yury Mitrofanovich Medvedev
    12. Andrei Natanovich Rappoport
    13. Mikhail Yuryevich Kurbatov
    14. Seppo Juha Remes
    15. Ilya Arturovich Yuzhanov

  For issue 26:
The Board of Directors of JSC RAO Energy System of East composed of the following
members shall be elected:
    1. Yakov Moiseyevich Urinson
    2. Aleksander Stalyevich Voloshin
    3. Viktor Borisovich Khristenko
    4. Dmitry Eduardovich Selyutin
    5. Andrei Vladimirovich Dementyev
    6. Gleb Sergeyevich Nikitin
    7. Ivan Valentinovich Blagodyr
    8. Boris Ilyich Ayuev
    9. Oleg Dmitrievich Antosenko
    10. Kirill Gennadyevich Androsov
    11. Denis Arkadyevich Askinadze
    12. Andrei Natanovich Rappoport
    13. Vyacheslav Mikhailovich Kravchenko
    14. Mikhail Yuryevich Kurbatov
    15. Yevgeny Yuryevich Abramov

  For issue 27:
The Board of Directors of JSC Centerenergyholding composed of the following members
shall be elected:
      1. Yury Viktorovich Naumov
      2. Artur Yakobovich Kraft
      3. Denis Vladimirovich Fedorov
      4. Aleksei Aleksandrovich Varnakov
      5. Igor Iosifovich Lipsky
      6. Natalia Alekseevna Sapunova
      7. Nikolai Vyacheslavovich Vassiliev
      8. Vsevolod Stanislavovich Vorobiev
      9. Igor Anatolyevich Golenishchev
      10. Sergei Rashidovich Prokurov
      11. Stanislav Vitalyevich Neveinitsyn
      12. Maxim Borisovich Babich
      13. Andrei Gennadyevich Chesnokov
      14. Stanislav Olegovich Ashirov
      15. Pyotr Gennadyevich Bakayev


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  For issue 28:
The Board of Directors of JSC Sibenergyholding composed of the following members shall
be elected:
      1. Igor Alikovich Zenyukov
      2. Aleksei Mikhailovich Zakharov
      3. Marina Sergeevna Zakharyuta
      4. Pavel Olegovich Shatsky
      5. Aleksander Aleksandrovich Shumilov
      6. Aleksei Yevgenyevich Bai
      7. Alina Nikolaevna Postnikova
      8. Anton Olegovich Smirnov
      9. Sergei Anatolyevich Tverdokhlebov
      10. Igor Yuryevich Sorokin
      11. Andrei Nikolayevich Bolshakov
      12. Aleksander Vladimirovich Redkin
      13. Anastasiya Mikhailovna Nekhaenko
      14. Igor Nikolayevich Repin
      15. Igor Nikolayevich Nekrasov

  For issue 29:
The Board of Directors of JSC Intergeneration composed of the following members shall be
elected:
      1. Viktor Valentinovich Tikhonov
      2. Aleksei Valerievich Lukianov
      3. Dmitry Mikhailovich Katiev
      4. Irina Aleksandrovna Ashkenazy
      5. Pavel Borisovich Matveyev
      6. Yury Stepanovich Sablukov
      7. Sergei Nikolayevich Boiko
      8. Andrei Valentinovich Zolotarev
      9. Aleksei Aleksandrovich Malov
      10. Sergei Olegovich Shabanov
      11. Yury Yuryevich Kalabin
      12. Larisa Borisovna Melnik
      13. Sergei Dmitrievich Matveyev
      14. Pavel Vyacheslavovich Shumov
      15. Aleksander Sergeyevich Isayev

  For issue 30:
1. JSC Gosudarstvennii Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336) as
provided for by this resolution and the takeover agreement approved by this resolution.
2. The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC
Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk
Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission
Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO
Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh
Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission
Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO
Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO
Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban

                                                                                     206
Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission
Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO
Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni
Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg
Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza
Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg
Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission
Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission
Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO
Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission
Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company,
OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks,
OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO
Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO
Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission
Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the
Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk
Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC,
OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by
OAO FGC UES (Appendix 29) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Gosudarstvennii Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding under which the rights
and duties of RAO UES of Russia transfer to OAO FGC UES.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Gosudarstvennii
Holding into the shares in OAO FGC UES shall be defined:
4.1. All shares in JSC Gosudarstvennii Holding shall be converted into the additional ordinary
shares in OAO FGC UES.
4.2. Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.3. Share conversion ratios:
    0.2931464676179060 ordinary shares in JSC Gosudarstvennii Holding shall be converted into
1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles;
    0.3200987853438580 preference shares in JSC Gosudarstvennii Holding shall be converted
into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Gosudarstvennii Holding as a result of conversion the calculated number of shares to be held by
such shareholder of JSC Gosudarstvennii Holding is a fraction, the fractional part of the quantity
of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one additional share in OAO FGC UES.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Gosudarstvennii Holding shall be canceled unless any other companies are taken
over in addition to JSC Gosudarstvennii Holding by OAO FGC UES.
    If any other companies involved in the reorganization are taken over by OAO FGC UES along
with JSC Gosudarstvennii Holding, the shares in OAO FGC UES placed at the disposal of OAO

                                                                                              207
FGC UES as a result of a takeover of JSC Gosudarstvennii Holding may be used for the purposes
of converting into them the shares in such other target companies. The shares in OAO FGC UES
placed at the disposal of OAO FGC UES as a result of a takeover of JSC Gosudarstvennii
Holding which OAO FGC UES will still have at its disposal after the conversion of shares in such
other target companies shall be canceled.
   Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.4. The shares in JSC Gosudarstvennii Holding shall be recognized as converted into ordinary
shares in OAO FGC UES on the day on which an entry is made into the Unified State Register of
Legal Entities about the termination of operation of JSC Gosudarstvennii Holding based on data
from the JSC Gosudarstvennii Holding Shareholder Register on the above-mentioned date.
4.5. The shares in JSC Gosudarstvennii Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Gosudarstvennii Holding.

  For issue 31:
1. JSC Gosudarstvennii Holding GidroOGK to be established through the reorganization of RAO
UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN:
1042401810494) as provided for by this resolution and the takeover agreement approved by this
resolution.
2. The agreement for takeover of JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
Holding GidroOGK, OAO Bureyskaya HPP, OAO Votkinskaya HPP, OAO Zagorskaya PSPP,
OAO Zeyskaya HPP, OAO Kabardino-Balkarian Hydro Generation Company, OAO VVHPP
Cascade, OAO NChHPP Cascade, OAO Nizhegorodskaya HPP, OAO North-Ossetian HGC,
OAO Sulakenergo, OAO P. S. Neporozhny SShHPP, OAO Volzhskaya HPP, OAO
Zhigulevskaya HPP, OAO Irganayskaya HPP, OAO Zelenchukskie HPPs, OAO Daghestan
Regional Generation Company, OAO Kamskaya HPP, OAO KabbalkHPP, OAO Saratovskaya
HPP, OAO Stavropol Power Generation Company, OAO Cheboksarskaya HPP, ZAO EOZ by
OAO HydroOGK (Appendix 30) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Gosudarstvennii Holding GidroOGK as the legal successor
to RAO UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding GidroOGK
under which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Gosudarstvennii
Holding GidroOGK into the shares in OAO HydroOGK shall be defined:
4.1. All shares in JSC Gosudarstvennii Holding GidroOGK shall be converted into the additional
ordinary shares in OAO HydroOGK.
4.2. Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.3. Share conversion ratios:
    1.5553208073403300 ordinary shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble;
    1.6983192917016000 preference shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble.
    If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Gosudarstvennii Holding GidroOGK as a result of conversion the calculated number of shares to
be held by such shareholder of JSC Gosudarstvennii Holding GidroOGK is a fraction, the

                                                                                            208
fractional part of the quantity of shares shall be rounded off in accordance with the following
rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
        any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one additional share in OAO HydroOGK.
    The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Gosudarstvennii Holding GidroOGK shall be canceled unless any other
companies are taken over in addition to JSC Gosudarstvennii Holding GidroOGK by OAO
HydroOGK.
    If any other companies are taken over by OAO HydroOGK along with JSC Gosudarstvennii
Holding GidroOGK, the shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as
a result of a takeover of JSC Gosudarstvennii Holding GidroOGK may be used for the purposes
of converting into them the shares in such other target companies. The shares in OAO
HydroOGK placed at the disposal of OAO HydroOGK as a result of a takeover of JSC
Gosudarstvennii Holding GidroOGK which OAO HydroOGK will still have at its disposal after
the conversion of shares in such other target companies shall be canceled.
    Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.4. The shares in JSC Gosudarstvennii Holding GidroOGK shall be recognized as converted into
ordinary shares in OAO HydroOGK on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Gosudarstvennii Holding
GidroOGK based on data from the JSC Gosudarstvennii Holding GidroOGK Shareholder
Register on the above-mentioned date.
4.5. The shares in JSC Gosudarstvennii Holding GidroOGK to be converted shall be canceled
upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Gosudarstvennii Holding GidroOGK.

For issue 32:
1. JSC Minoritarnii Holding FGC UES to be established through the reorganization of RAO UES
of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336)
as provided for by this resolution and the takeover agreement approved by this resolution.
2. The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC
Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk
Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission
Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO
Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh
Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission
Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO
Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO
Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban
Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission
Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO
Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni
Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg
Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza
Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg

                                                                                             209
Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission
Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission
Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO
Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission
Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company,
OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks,
OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO
Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO
Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission
Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the
Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk
Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC,
OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by
OAO FGC UES (Appendix 29) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Minoritarnii Holding FGC UES as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding FGC UES under
which the rights and duties of RAO UES of Russia transfer to OAO FGC UES.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Minoritarnii
Holding FGC UES into the shares in OAO FGC UES shall be defined:
4.1. All shares in JSC Minoritarnii Holding FGC UES shall be converted into the additional
ordinary shares in OAO FGC UES.
4.2. If JSC Minoritarnii Holding FGC UES is taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding (or along with JSC Gosudarstvennii Holding and any other target
companies), all shares in JSC Minoritarnii Holding FGC UES shall be converted into the
additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result
of a takeover of JSC Gosudarstvennii Holding and JSC Minoritarnii Holding FGC UES (and/or as
a result of a takeover of any other target companies if such other companies are taken over
together).
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Minoritarnii Holding FGC UES as a result of conversion the calculated number of shares to be
held by such shareholder of JSC Minoritarnii Holding FGC UES is a fraction, the fractional part
of the quantity of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO FGC UES from among the shares placed at the disposal of
         OAO FGC UES.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Minoritarnii Holding FGC UES and JSC Gosudarstvennii Holding (and/or as a
result of a takeover of any other target companies if such other companies are taken over
together) which OAO FGC UES will still have at its disposal after the conversion of shares in
JSC Minoritarnii Holding FGC UES (and after the conversion of shares in any other target
companies if such other companies are taken over together) shall be canceled.
4.3. If JSC Minoritarnii Holding FGC UES is not taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding, all shares in JSC Minoritarnii Holding FGC UES shall be converted
into the additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as
a result of a takeover of JSC Minoritarnii Holding FGC UES and into the additional ordinary
shares in OAO FGC UES.

                                                                                             210
    In this case the number of ordinary shares in OAO FGC UES receivable by each shareholder
of JSC Minoritarnii Holding FGC UES shall be calculated by dividing the number of a certain
category of shares in JSC Minoritarnii Holding FGC UES owned by such shareholder by the
applicable conversion ratio.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Minoritarnii Holding FGC UES the calculated number of shares to be held by such shareholder of
JSC Minoritarnii Holding FGC UES is a fraction, the fractional part of the quantity of shares shall
be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO FGC UES.
    The number of ordinary shares in OAO FGC UES from among the shares placed at the
disposal of OAO FGC UES receivable by any shareholder of JSC Minoritarnii Holding FGC UES
shall be a part of the integer determined by multiplying the number of ordinary shares in OAO
FGC UES receivable by such shareholder in accordance with sub-paragraph two of this paragraph
(after round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at
the disposal of OAO FGC UES during a takeover of JSC Minoritarnii Holding FGC UES to the
total number of ordinary shares in OAO FGC UES necessary to convert into them all ordinary
and preference shares in JSC Minoritarnii Holding FGC UES.
    The number of ordinary shares in OAO FGC UES from among the additional shares
receivable by any shareholder of JSC Minoritarnii Holding FGC UES shall be determined as the
difference between the number of ordinary shares in OAO FGC UES receivable by such
shareholder in accordance with sub-paragraph two of this paragraph (after round-off) and the
number of shares in OAO FGC UES from among the shares placed at the disposal of OAO FGC
UES receivable by such shareholder.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Minoritarnii Holding FGC UES (and/or as a result of a takeover of any other
target companies if such other companies are taken over together) which OAO FGC UES will
still have at its disposal after the conversion of shares in JSC Minoritarnii Holding FGC UES (and
after the conversion of shares in any other target companies if such other companies are taken
over together) shall be canceled.
    Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.4. Share conversion ratios:
         0.1275576165696140 ordinary shares in JSC Minoritarnii Holding FGC UES shall be
converted into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths)
rubles;
         0.1392854515938140 preference shares in JSC Minoritarnii Holding FGC UES shall be
converted into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths)
rubles.
4.5. The shares in JSC Minoritarnii Holding FGC UES shall be recognized as converted into
ordinary shares in OAO FGC UES on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding FGC
UES based on data from the JSC Minoritarnii Holding FGC UES Shareholder Register on the
above-mentioned date.
4.6. The shares in JSC Minoritarnii Holding FGC UES to be converted shall be canceled upon
conversion.



                                                                                               211
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Minoritarnii Holding FGC UES.

For issue 33:
1. JSC Minoritarnii Holding GidroOGK to be established through the reorganization of RAO
UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN:
1042401810494) as provided for by this resolution and the takeover agreement approved by this
resolution.
2. The agreement for takeover of JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
Holding GidroOGK, OAO Bureyskaya HPP, OAO Votkinskaya HPP, OAO Zagorskaya PSPP,
OAO Zeyskaya HPP, OAO Kabardino-Balkarian Hydro Generation Company, OAO VVHPP
Cascade, OAO NChHPP Cascade, OAO Nizhegorodskaya HPP, OAO North-Ossetian HGC,
OAO Sulakenergo, OAO P. S. Neporozhny SShHPP, OAO Volzhskaya HPP, OAO
Zhigulevskaya HPP, OAO Irganayskaya HPP, OAO Zelenchukskie HPPs, OAO Daghestan
Regional Generation Company, OAO Kamskaya HPP, OAO KabbalkHPP, OAO Saratovskaya
HPP, OAO Stavropol Power Generation Company, OAO Cheboksarskaya HPP, ZAO EOZ by
OAO HydroOGK (Appendix 30) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Minoritarnii Holding GidroOGK as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding GidroOGK under
which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Minoritarnii
Holding GidroOGK into the shares in OAO HydroOGK shall be defined:
4.1. All shares in JSC Minoritarnii Holding GidroOGK shall be converted into the additional
ordinary shares in OAO HydroOGK.
4.2. If JSC Minoritarnii Holding GidroOGK is taken over by OAO HydroOGK along with JSC
Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding GidroOGK
and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be converted
into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO
HydroOGK.
    If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Minoritarnii Holding GidroOGK as a result of conversion the calculated number of shares to be
held by such shareholder of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part
of the quantity of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO HydroOGK from among the shares placed at the disposal
         of OAO HydroOGK.
     The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Minoritarnii Holding GidroOGK and JSC Gosudarstvennii Holding GidroOGK
(and/or as a result of a takeover of any other target companies if such other companies are taken
over together) which OAO HydroOGK will still have at its disposal after the conversion of shares
in JSC Minoritarnii Holding GidroOGK (and after the conversion of shares in any other target
companies if such other companies are taken over together) shall be canceled.
4.3. If JSC Minoritarnii Holding GidroOGK is not taken over by OAO HydroOGK along with
JSC Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding
GidroOGK and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be

                                                                                             212
converted into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO
HydroOGK and into the additional ordinary shares in OAO HydroOGK.
         In this case the number of ordinary shares in OAO HydroOGK receivable by each
shareholder of JSC Minoritarnii Holding GidroOGK shall be calculated by dividing the number
of a certain category of shares in JSC Minoritarnii Holding GidroOGK owned by such
shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Minoritarnii Holding GidroOGK the calculated number of shares to be held by such shareholder
of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part of the quantity of shares
shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO HydroOGK.
    The number of ordinary shares in OAO HydroOGK from among the shares placed at the
disposal of OAO HydroOGK receivable by any shareholder of JSC Minoritarnii Holding
GidroOGK shall be a part of the integer determined by multiplying the number of ordinary shares
in OAO HydroOGK receivable by such shareholder in accordance with sub-paragraph two of this
paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
HydroOGK placed at the disposal of OAO HydroOGK to the total number of ordinary shares in
OAO HydroOGK necessary to convert into them all ordinary and preference shares in JSC
Minoritarnii Holding GidroOGK.
         The number of ordinary shares in OAO HydroOGK from among the additional shares
receivable by any shareholder of JSC Minoritarnii Holding GidroOGK shall be determined as the
difference between the number of ordinary shares in OAO HydroOGK receivable by such
shareholder in accordance with sub-paragraph two of this paragraph (after round-off) and the
number of shares in OAO HydroOGK from among the shares placed at the disposal of OAO
HydroOGK receivable by such shareholder.
         The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Minoritarnii Holding GidroOGK (and as a result of a takeover of any other target
companies if such other companies are taken over together) which OAO HydroOGK will still
have at its disposal after the conversion of shares in JSC Minoritarnii Holding GidroOGK (and
after the conversion of shares in any other target companies if such other companies are taken
over together) shall be canceled.
    Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.4. Share conversion ratios:
         0.2895891255957020 ordinary shares in JSC Minoritarnii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble;
         0.3162143760599500 preference shares in JSC Minoritarnii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble.
4.5. The shares in JSC Minoritarnii Holding GidroOGK shall be recognized as converted into
ordinary shares in OAO HydroOGK on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding
GidroOGK based on data from the JSC Minoritarnii Holding GidroOGK Shareholder Register on
the above-mentioned date.
4.6. The shares in JSC Minoritarnii Holding GidroOGK to be converted shall be canceled upon
conversion.



                                                                                             213
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Minoritarnii Holding GidroOGK.

For issue 34:
1. JSC OGK-1 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-1 (OGRN: 1057200597960) as provided for
by this resolution and the agreement for takeover of JSC OGK-1 Holding by OAO OGK-1.
2. The agreement for takeover of JSC OGK-1 Holding by OAO OGK-1 (Appendix 31) shall be
     approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
     provisions on the appointment of JSC OGK-1 Holding as the legal successor to RAO UES of
     Russia will be a deed of delivery for JSC OGK-1 Holding under which the rights and duties of
     RAO UES of Russia transfer to OAO OGK-1.
     The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC OGK-1
Holding into the shares in OAO OGK-1 shall be defined:
4.1. All shares in JSC OGK-1 Holding shall be converted into the shares in OAO OGK-1 placed
at the disposal of OAO OGK-1 as a result of a takeover of JSC OGK-1 Holding, into the shares
acquired and/or repurchased by OAO OGK-1 and/or into the additional shares in OAO OGK-1 (if
the shares in OAO OGK-1 placed at the disposal of OAO OGK-1 as a result of a takeover of JSC
OGK-1 Holding, as well as the shares acquired and/or repurchased by OAO OGK-1 are not
enough to convert all shares in JSC OGK-1 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-1 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-1 in accordance
with the Articles of Association of OAO OGK-1 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         1.0394788264145200 ordinary shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1;
         1.1350500397625200 preference shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1.
4.4. The number of ordinary shares in OAO OGK-1 receivable by each shareholder of JSC OGK-
1 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
1 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-1 receivable by any shareholder of JSC OGK-1
Holding the calculated number of shares to be held by such shareholder of JSC OGK-1 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO OGK-1.
    In case of issue of additional ordinary shares in OAO OGK-1 the number of ordinary shares in
OAO OGK-1 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-1 receivable by any shareholder of JSC OGK-1 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-1 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the

                                                                                                 214
ratio of the total number of ordinary shares in OAO OGK-1 placed at the disposal of OAO OGK-
1 during a takeover of JSC OGK-1 Holding and/or repurchased and/or acquired by OAO OGK-1
to the total number of ordinary shares in OAO OGK-1 necessary to convert into them all ordinary
and preference shares in JSC OGK-1 Holding. The number of ordinary shares in OAO OGK-1
from among the additional shares receivable by any shareholder of JSC OGK-1 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-1 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-1 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-1 receivable by such shareholder.
4.5. The shares in JSC OGK-1 Holding shall be recognized as converted into ordinary shares in
OAO OGK-1 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-1 Holding based on data from the JSC
OGK-1 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-1 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
    Russia, shall be appointed as the person holding the right to sign the agreement for takeover
    of JSC OGK-1 Holding by OAO OGK-1 approved by this resolution on behalf of JSC OGK-1
    Holding.

For issue 35:
1. JSC OGK-2 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-2 (OGRN: 1052600002180) as provided for
by this resolution and the agreement for takeover of JSC OGK-2 Holding by OAO OGK-2.
2. The agreement for takeover of JSC OGK-2 Holding by OAO OGK-2 (Appendix 32) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-2 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-2 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-2.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-2 Holding
into the shares in OAO OGK-2 shall be defined:
4.1. All shares in JSC OGK-2 Holding shall be converted into the shares in OAO OGK-2 placed
at the disposal of OAO OGK-2 as a result of a takeover of JSC OGK-2 Holding, into the shares
acquired and/or repurchased by OAO OGK-2 and/or into the additional shares in OAO OGK-2 (if
the shares in OAO OGK-2 placed at the disposal of OAO OGK-2 as a result of a takeover of JSC
OGK-2 Holding, as well as the shares acquired and/or repurchased by OAO OGK-2 are not
enough to convert all shares in JSC OGK-2 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-2 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-2 in accordance
with the Articles of Association of OAO OGK-2 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         1.9968026531294900 ordinary shares in JSC OGK-2 Holding shall be converted into 1
ordinary share in OAO OGK-2, each with a par value of 0.3627 (three-thousand, six-hundred and
twenty-seven ten-thousandths) rubles;
         2.1803916282261300 preference shares in JSC OGK-2 Holding shall be converted into 1
ordinary share in OAO OGK-2, each with a par value of 0.3627 (three-thousand, six-hundred and
twenty-seven ten-thousandths) rubles.
4.4. The number of ordinary shares in OAO OGK-2 receivable by each shareholder of JSC OGK-
2 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
2 Holding owned by such shareholder by the applicable conversion ratio.

                                                                                             215
    If in the calculation of shares in OAO OGK-2 receivable by any shareholder of JSC OGK-2
Holding the calculated number of shares to be held by such shareholder of JSC OGK-2 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO OGK-2.
    In case of issue of additional ordinary shares in OAO OGK-2 the number of ordinary shares in
OAO OGK-2 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-2 receivable by any shareholder of JSC OGK-2 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-2 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-2 placed at the disposal of OAO OGK-
2 during a takeover of JSC OGK-2 Holding and/or repurchased and/or acquired by OAO OGK-2
to the total number of ordinary shares in OAO OGK-2 necessary to convert into them all ordinary
and preference shares in JSC OGK-2 Holding. The number of ordinary shares in OAO OGK-2
from among the additional shares receivable by any shareholder of JSC OGK-2 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-2 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-2 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-2 receivable by such shareholder.
4.5. The shares in JSC OGK-2 Holding shall be recognized as converted into ordinary shares in
OAO OGK-2 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-2 Holding based on data from the JSC
OGK-2 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-2 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-2 Holding by OAO OGK-2 approved by this resolution on behalf of JSC OGK-2
Holding.

For issue 36:
1. JSC OGK-3 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-3 (OGRN: 1040302983093) as provided for
by this resolution and the agreement for takeover of JSC OGK-3 Holding by OAO OGK-3.
2. The agreement for takeover of JSC OGK-3 Holding by OAO OGK-3 (Appendix 33) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-3 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-3 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-3.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-3 Holding
into the shares in OAO OGK-3 shall be defined:
4.1. All shares in JSC OGK-3 Holding shall be converted into the shares in OAO OGK-3 placed
at the disposal of OAO OGK-3 as a result of a takeover of JSC OGK-3 Holding, into the shares
acquired and/or repurchased by OAO OGK-3 and/or into the additional shares in OAO OGK-3 (if
the shares in OAO OGK-3 placed at the disposal of OAO OGK-3 as a result of a takeover of JSC
OGK-3 Holding, as well as the shares acquired and/or repurchased by OAO OGK-3 are not

                                                                                                 216
enough to convert all shares in JSC OGK-3 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-3 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-3 in accordance
with the Articles of Association of OAO OGK-3 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         2.4306667608934900 ordinary shares in JSC OGK-3 Holding shall be converted into 1
ordinary share in OAO OGK-3, each with a par value of one (1) ruble;
         2.6541458406786400 preference shares in JSC OGK-3 Holding shall be converted into 1
ordinary share in OAO OGK-3, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO OGK-3 receivable by each shareholder of JSC OGK-
3 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
3 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-3 receivable by any shareholder of JSC OGK-3
Holding the calculated number of shares to be held by such shareholder of JSC OGK-3 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO OGK-3.
    In case of issue of additional ordinary shares in OAO OGK-3 the number of ordinary shares in
OAO OGK-3 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-3 receivable by any shareholder of JSC OGK-3 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-3 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-3 placed at the disposal of OAO OGK-
3 during a takeover of JSC OGK-3 Holding and/or repurchased and/or acquired by OAO OGK-3
to the total number of ordinary shares in OAO OGK-3 necessary to convert into them all ordinary
and preference shares in JSC OGK-3 Holding. The number of ordinary shares in OAO OGK-3
from among the additional shares receivable by any shareholder of JSC OGK-3 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-3 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-3 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-3 receivable by such shareholder.
4.5. The shares in JSC OGK-3 Holding shall be recognized as converted into ordinary shares in
OAO OGK-3 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-3 Holding based on data from the JSC
OGK-3 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-3 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-3 Holding by OAO OGK-3 approved by this resolution on behalf of JSC OGK-3
Holding.

For issue 37:
1. JSC OGK-4 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-4 (OGRN: 1058602056985) as provided for
by this resolution and the agreement for takeover of JSC OGK-4 Holding by OAO OGK-4.



                                                                                                 217
2. The agreement for takeover of JSC OGK-4 Holding by OAO OGK-4 (Appendix 34) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-4 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-4 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-4.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-4 Holding
into the shares in OAO OGK-4 shall be defined:
4.1. All shares in JSC OGK-4 Holding shall be converted into the shares in OAO OGK-4 placed
at the disposal of OAO OGK-4 as a result of a takeover of JSC OGK-4 Holding, into the shares
acquired and/or repurchased by OAO OGK-4 and/or into the additional shares in OAO OGK-4 (if
the shares in OAO OGK-4 placed at the disposal of OAO OGK-4 as a result of a takeover of JSC
OGK-4 Holding, as well as the shares acquired and/or repurchased by OAO OGK-4 are not
enough to convert all shares in JSC OGK-4 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-4 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-4 in accordance
with the Articles of Association of OAO OGK-4 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.9733517018952320 ordinary shares in JSC OGK-4 Holding shall be converted into 1
ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles;
         1.0628430900799600 preference shares in JSC OGK-4 Holding shall be converted into 1
ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles.
4.4. The number of ordinary shares in OAO OGK-4 receivable by each shareholder of JSC OGK-
4 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
4 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-4 receivable by any shareholder of JSC OGK-4
Holding the calculated number of shares to be held by such shareholder of JSC OGK-4 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO OGK-4.
    In case of issue of additional ordinary shares in OAO OGK-4 the number of ordinary shares in
OAO OGK-4 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-4 receivable by any shareholder of JSC OGK-4 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-4 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-4 placed at the disposal of OAO OGK-
4 during a takeover of JSC OGK-4 Holding and/or repurchased and/or acquired by OAO OGK-4
to the total number of ordinary shares in OAO OGK-4 necessary to convert into them all ordinary
and preference shares in JSC OGK-4 Holding. The number of ordinary shares in OAO OGK-4
from among the additional shares receivable by any shareholder of JSC OGK-4 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-4 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-4 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-4 receivable by such shareholder.



                                                                                                 218
4.5. The shares in JSC OGK-4 Holding shall be recognized as converted into ordinary shares in
OAO OGK-4 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-4 Holding based on data from the JSC
OGK-4 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-4 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-4 Holding by OAO OGK-4 approved by this resolution on behalf of JSC OGK-4
Holding.

For issue 38:
1. JSC OGK-6 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-6 (OGRN: 1056164020769) as provided for
by this resolution and the agreement for takeover of JSC OGK-6 Holding by OAO OGK-6.
2. The agreement for takeover of JSC OGK-6 Holding by OAO OGK-6 (Appendix 35) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC OGK-6 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-6 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-6.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-6 Holding
into the shares in OAO OGK-6 shall be defined:
4.1. All shares in JSC OGK-6 Holding shall be converted into the shares in OAO OGK-6 placed
at the disposal of OAO OGK-6 as a result of a takeover of JSC OGK-6 Holding, into the shares
acquired and/or repurchased by OAO OGK-6 and/or into the additional shares in OAO OGK-6 (if
the shares in OAO OGK-6 placed at the disposal of OAO OGK-6 as a result of a takeover of JSC
OGK-6 Holding, as well as the shares acquired and/or repurchased by OAO OGK-6 are not
enough to convert all shares in JSC OGK-6 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-6 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-6 in accordance
with the Articles of Association of OAO OGK-6 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         1.7133600774043500 ordinary shares in JSC OGK-6 Holding shall be converted into 1
ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles;
         1,8708889248791900 preference shares in JSC OGK-6 Holding shall be converted into 1
ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles.
4.4. The number of ordinary shares in OAO OGK-6 receivable by each shareholder of JSC OGK-
6 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
6 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO OGK-6 receivable by any shareholder of JSC OGK-6
Holding the calculated number of shares to be held by such shareholder of JSC OGK-6 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO OGK-6.



                                                                                                 219
    In case of issue of additional ordinary shares in OAO OGK-6 the number of ordinary shares in
OAO OGK-6 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-6 receivable by any shareholder of JSC OGK-6 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-6 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-6 placed at the disposal of OAO OGK-
6 during a takeover of JSC OGK-6 Holding and/or repurchased and/or acquired by OAO OGK-6
to the total number of ordinary shares in OAO OGK-6 necessary to convert into them all ordinary
and preference shares in JSC OGK-6 Holding. The number of ordinary shares in OAO OGK-6
from among the additional shares receivable by any shareholder of JSC OGK-6 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-6 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-6 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-6 receivable by such shareholder.
4.5. The shares in JSC OGK-6 Holding shall be recognized as converted into ordinary shares in
OAO OGK-6 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-6 Holding based on data from the JSC
OGK-6 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-6 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC OGK-6 Holding by OAO OGK-6 approved by this resolution on behalf of JSC OGK-6
Holding.

For issue 39:
1. JSC TGK-1 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-1 (OGRN: 1057810153400) as provided for by
this resolution and the agreement for takeover of JSC TGK-1 Holding by OAO TGK-1.
2. The agreement for takeover of JSC TGK-1 Holding by OAO TGK-1 (Appendix 36) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-1 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-1 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-1.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-1 Holding
into the shares in OAO TGK-1 shall be defined:
4.1. All shares in JSC TGK-1 Holding shall be converted into the shares in OAO TGK-1 placed at
the disposal of OAO TGK-1 as a result of a takeover of JSC TGK-1 Holding, into the shares
acquired and/or repurchased by OAO TGK-1 and/or into the additional shares in OAO TGK-1 (if
the shares in OAO TGK-1 placed at the disposal of OAO TGK-1 as a result of a takeover of JSC
TGK-1 Holding, as well as the shares acquired and/or repurchased by OAO TGK-1 are not
enough to convert all shares in JSC TGK-1 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-1 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-1 in accordance
with the Articles of Association of OAO TGK-1 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0261552883800093 ordinary shares in JSC TGK-1 Holding shall be converted into 1
ordinary share in OAO TGK-1, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0285600440926069 preference shares in JSC TGK-1 Holding shall be converted into 1
ordinary share in OAO TGK-1, each with a par value of 0.01 (one one-hundredths) rubles.

                                                                                            220
4.4. The number of ordinary shares in OAO TGK-1 receivable by each shareholder of JSC TGK-
1 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
1 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-1 receivable by any shareholder of JSC TGK-1
Holding the calculated number of shares to be held by such shareholder of JSC TGK-1 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-1.
    In case of issue of additional ordinary shares in OAO TGK-1 the number of ordinary shares in
OAO TGK-1 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-1 receivable by any shareholder of JSC TGK-1 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-1 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-1 placed at the disposal of OAO TGK-1
during a takeover of JSC TGK-1 Holding and/or repurchased and/or acquired by OAO TGK-1 to
the total number of ordinary shares in OAO TGK-1 necessary to convert into them all ordinary
and preference shares in JSC TGK-1 Holding. The number of ordinary shares in OAO TGK-1
from among the additional shares receivable by any shareholder of JSC TGK-1 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-1 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-1 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-1 receivable by such shareholder.
4.5. The shares in JSC TGK-1 Holding shall be recognized as converted into ordinary shares in
OAO TGK-1 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-1 Holding based on data from the JSC
TGK-1 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-1 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-1 Holding by OAO TGK-1 approved by this resolution on behalf of JSC TGK-1
Holding.

For issue 40:
1. JSC TGK-2 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-2 (OGRN: 1057601091151) as provided for by
this resolution and the agreement for takeover of JSC TGK-2 Holding by OAO TGK-2.
2. The agreement for takeover of JSC TGK-2 Holding by OAO TGK-2 (Appendix 37) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-2 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-2 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-2.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-2 Holding
into the shares in OAO TGK-2 shall be defined:
4.1. All shares in JSC TGK-2 Holding shall be converted into the shares in OAO TGK-2 placed at
the disposal of OAO TGK-2 as a result of a takeover of JSC TGK-2 Holding, into the shares

                                                                                                 221
acquired and/or repurchased by OAO TGK-2 and/or into the additional shares in OAO TGK-2 (if
the shares in OAO TGK-2 placed at the disposal of OAO TGK-2 as a result of a takeover of JSC
TGK-2 Holding, as well as the shares acquired and/or repurchased by OAO TGK-2 are not
enough to convert all shares in JSC TGK-2 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-2 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-2 in accordance
with the Articles of Association of OAO TGK-2 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0770245182871711 ordinary shares in JSC TGK-2 Holding shall be converted into 1
ordinary share in OAO TGK-2, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0841062658737400 preference shares in JSC TGK-2 Holding shall be converted into 1
ordinary share in OAO TGK-2, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-2 receivable by each shareholder of JSC TGK-
2 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
2 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-2 receivable by any shareholder of JSC TGK-2
Holding the calculated number of shares to be held by such shareholder of JSC TGK-2 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-2.
    In case of issue of additional ordinary shares in OAO TGK-2 the number of ordinary shares in
OAO TGK-2 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-2 receivable by any shareholder of JSC TGK-2 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-2 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-2 placed at the disposal of OAO TGK-2
during a takeover of JSC TGK-2 Holding and/or repurchased and/or acquired by OAO TGK-2 to
the total number of ordinary shares in OAO TGK-2 necessary to convert into them all ordinary
and preference shares in JSC TGK-2 Holding. The number of ordinary shares in OAO TGK-2
from among the additional shares receivable by any shareholder of JSC TGK-2 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-2 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-2 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-2 receivable by such shareholder.
4.5. The shares in JSC TGK-2 Holding shall be recognized as converted into ordinary shares in
OAO TGK-2 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-2 Holding based on data from the JSC
TGK-2 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-2 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-2 Holding by OAO TGK-2 approved by this resolution on behalf of JSC TGK-2
Holding.

For issue 41:



                                                                                                 222
1. JSC Mosenergo Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO Mosenergo (OGRN: 1027700302420) as
provided for by this resolution and the agreement for takeover of JSC Mosenergo Holding by
OAO Mosenergo.
2. The agreement for takeover of JSC Mosenergo Holding by OAO Mosenergo (Appendix 38)
shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Mosenergo Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC Mosenergo Holding under which the rights and duties of
RAO UES of Russia transfer to OAO Mosenergo.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Mosenergo
Holding into the shares in OAO Mosenergo shall be defined:
4.1. All shares in JSC Mosenergo Holding shall be converted into the shares in OAO Mosenergo
placed at the disposal of OAO Mosenergo as a result of a takeover of JSC Mosenergo Holding,
into the shares acquired and/or repurchased by OAO Mosenergo and/or into the additional shares
in OAO Mosenergo (if the shares in OAO Mosenergo placed at the disposal of OAO Mosenergo
as a result of a takeover of JSC Mosenergo Holding, as well as the shares acquired and/or
repurchased by OAO Mosenergo are not enough to convert all shares in JSC Mosenergo Holding
in accordance with the approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Mosenergo they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO Mosenergo in accordance
with the Articles of Association of OAO Mosenergo and the laws of the Russian Federation.
4.3. Share conversion ratios:
         2.9763321903943500 ordinary shares in JSC Mosenergo Holding shall be converted into
1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble;
         3.2499805529529900 preference shares in JSC Mosenergo Holding shall be converted
into 1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO Mosenergo receivable by each shareholder of JSC
Mosenergo Holding shall be calculated by dividing the number of a certain category of shares in
JSC Mosenergo Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO Mosenergo receivable by any shareholder of JSC
Mosenergo Holding the calculated number of shares to be held by such shareholder of JSC
Mosenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded off
in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO Mosenergo.
    In case of issue of additional ordinary shares in OAO Mosenergo the number of ordinary
shares in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased
and/or acquired by OAO Mosenergo receivable by any shareholder of JSC Mosenergo Holding
shall be a part of the integer determined by multiplying the number of ordinary shares in OAO
Mosenergo receivable by such shareholder in accordance with sub-paragraph one of this
paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO Mosenergo
placed at the disposal of OAO Mosenergo during a takeover of JSC Mosenergo Holding and/or
repurchased and/or acquired by OAO Mosenergo to the total number of ordinary shares in OAO
Mosenergo necessary to convert into them all ordinary and preference shares in JSC Mosenergo
Holding. The number of ordinary shares in OAO Mosenergo from among the additional shares
receivable by any shareholder of JSC Mosenergo Holding shall be determined as the difference

                                                                                               223
between the number of ordinary shares in OAO Mosenergo receivable by such shareholder in
accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares
in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO Mosenergo receivable by such shareholder.
4.5. The shares in JSC Mosenergo Holding shall be recognized as converted into ordinary shares
in OAO Mosenergo on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC Mosenergo Holding based on data from the
JSC Mosenergo Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC Mosenergo Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Mosenergo Holding by OAO Mosenergo approved by this resolution on behalf of JSC
Mosenergo Holding.

For issue 42:
1. JSC TGK-4 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-4 (OGRN: 1056882304489) as provided for by
this resolution and the agreement for takeover of JSC TGK-4 Holding by OAO TGK-4.
2. The agreement for takeover of JSC TGK-4 Holding by OAO TGK-4 (Appendix 39) shall be
approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC TGK-4 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-4 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-4.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-4 Holding
into the shares in OAO TGK-4 shall be defined:
4.1. All shares in JSC TGK-4 Holding shall be converted into the shares in OAO TGK-4 placed at
the disposal of OAO TGK-4 as a result of a takeover of JSC TGK-4 Holding, into the shares
acquired and/or repurchased by OAO TGK-4 and/or into the additional shares in OAO TGK-4 (if
the shares in OAO TGK-4 placed at the disposal of OAO TGK-4 as a result of a takeover of JSC
TGK-4 Holding, as well as the shares acquired and/or repurchased by OAO TGK-4 are not
enough to convert all shares in JSC TGK-4 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-4 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-4 in accordance
with the Articles of Association of OAO TGK-4 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0630299268892396 ordinary shares in JSC TGK-4 Holding shall be converted into 1
ordinary share in OAO TGK-4, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0688249911435245 preference shares in JSC TGK-4 Holding shall be converted into 1
ordinary share in OAO TGK-4, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-4 receivable by each shareholder of JSC TGK-
4 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
4 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-4 receivable by any shareholder of JSC TGK-4
Holding the calculated number of shares to be held by such shareholder of JSC TGK-4 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;



                                                                                                 224
   -    if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO TGK-4.
    In case of issue of additional ordinary shares in OAO TGK-4 the number of ordinary shares in
OAO TGK-4 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-4 receivable by any shareholder of JSC TGK-4 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-4 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-4 placed at the disposal of OAO TGK-4
during a takeover of JSC TGK-4 Holding and/or repurchased and/or acquired by OAO TGK-4 to
the total number of ordinary shares in OAO TGK-4 necessary to convert into them all ordinary
and preference shares in JSC TGK-4 Holding. The number of ordinary shares in OAO TGK-4
from among the additional shares receivable by any shareholder of JSC TGK-4 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-4 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-4 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-4 receivable by such shareholder.
4.5. The shares in JSC TGK-4 Holding shall be recognized as converted into ordinary shares in
OAO TGK-4 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-4 Holding based on data from the JSC
TGK-4 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-4 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-4 Holding by OAO TGK-4 approved by this resolution on behalf of JSC TGK-4
Holding.

For issue 43:
1. JSC TGK-6 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-6 (OGRN: 1055230028006) as provided for by
this resolution and the agreement for takeover of JSC TGK-6 Holding by OAO TGK-6.
    2. The agreement for takeover of JSC TGK-6 Holding by OAO TGK-6 (Appendix 40) shall
         be approved.
    3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
         the provisions on the appointment of JSC TGK-6 Holding as the legal successor to RAO
         UES of Russia will be a deed of delivery for JSC TGK-6 Holding under which the rights
         and duties of RAO UES of Russia transfer to OAO TGK-6.
    The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC TGK-6
Holding into the shares in OAO TGK-6 shall be defined:
4.1. All shares in JSC TGK-6 Holding shall be converted into the shares in OAO TGK-6 placed at
the disposal of OAO TGK-6 as a result of a takeover of JSC TGK-6 Holding, into the shares
acquired and/or repurchased by OAO TGK-6 and/or into the additional shares in OAO TGK-6 (if
the shares in OAO TGK-6 placed at the disposal of OAO TGK-6 as a result of a takeover of JSC
TGK-6 Holding, as well as the shares acquired and/or repurchased by OAO TGK-6 are not
enough to convert all shares in JSC TGK-6 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-6 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-6 in accordance
with the Articles of Association of OAO TGK-6 and the laws of the Russian Federation.
4.3. Share conversion ratios:

                                                                                             225
         0.0652490253181803 ordinary shares in JSC TGK-6 Holding shall be converted into 1
ordinary share in OAO TGK-6, each with a par value of 0.01 (one one-hundredths) rubles;
         0.0712481167483952 preference shares in JSC TGK-6 Holding shall be converted into 1
ordinary share in OAO TGK-6, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-6 receivable by each shareholder of JSC TGK-
6 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
6 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-6 receivable by any shareholder of JSC TGK-6
Holding the calculated number of shares to be held by such shareholder of JSC TGK-6 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-6.
    In case of issue of additional ordinary shares in OAO TGK-6 the number of ordinary shares in
OAO TGK-6 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-6 receivable by any shareholder of JSC TGK-6 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-6 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-6 placed at the disposal of OAO TGK-6
during a takeover of JSC TGK-6 Holding and/or repurchased and/or acquired by OAO TGK-6 to
the total number of ordinary shares in OAO TGK-6 necessary to convert into them all ordinary
and preference shares in JSC TGK-6 Holding. The number of ordinary shares in OAO TGK-6
from among the additional shares receivable by any shareholder of JSC TGK-6 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-6 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-6 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-6 receivable by such shareholder.
4.5. The shares in JSC TGK-6 Holding shall be recognized as converted into ordinary shares in
OAO TGK-6 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-6 Holding based on data from the JSC
TGK-6 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-6 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-6 Holding by OAO TGK-6 approved by this resolution on behalf of JSC TGK-6
Holding.

For issue 44:
1. JSC Voljskaya TGK Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Volzhskaya TGK (OGRN:
1056315070350) as provided for by this resolution and the agreement for takeover of JSC
Voljskaya TGK Holding by OAO Volzhskaya TGK.
2. The agreement for takeover of JSC Voljskaya TGK Holding by OAO Volzhskaya TGK
    (Appendix 41) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
    provisions on the appointment of JSC Voljskaya TGK Holding as the legal successor to RAO
    UES of Russia will be a deed of delivery for JSC Voljskaya TGK Holding under which the
    rights and duties of RAO UES of Russia transfer to OAO Volzhskaya TGK.

                                                                                                 226
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Voljskaya TGK
Holding into the shares in OAO Volzhskaya TGK shall be defined:
4.1. All shares in JSC Voljskaya TGK Holding shall be converted into the shares in OAO
Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC
Voljskaya TGK Holding, into the shares acquired and/or repurchased by OAO Volzhskaya TGK
and/or into the additional shares in OAO Volzhskaya TGK (if the shares in OAO Volzhskaya
TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC Voljskaya
TGK Holding, as well as the shares acquired and/or repurchased by OAO Volzhskaya TGK are
not enough to convert all shares in JSC Voljskaya TGK Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Volzhskaya TGK they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Volzhskaya TGK in
accordance with the Articles of Association of OAO Volzhskaya TGK and the laws of the
Russian Federation.
4.3. Share conversion ratios:
         2.9903697466398600 ordinary shares in JSC Voljskaya TGK Holding shall be converted
into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble;
         3.2653087427821100 preference shares in JSC Voljskaya TGK Holding shall be
converted into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO Volzhskaya TGK receivable by each shareholder of
JSC Voljskaya TGK Holding shall be calculated by dividing the number of a certain category of
shares in JSC Voljskaya TGK Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding the calculated number of shares to be held by such shareholder of JSC
Voljskaya TGK Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO Volzhskaya TGK.
    In case of issue of additional ordinary shares in OAO Volzhskaya TGK the number of
ordinary shares in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding shall be a part of the integer determined by multiplying the number of
ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in accordance with sub-
paragraph one of this paragraph (after round-off) by the ratio of the total number of ordinary
shares in OAO Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK during a
takeover of JSC Voljskaya TGK Holding and/or repurchased and/or acquired by OAO
Volzhskaya TGK to the total number of ordinary shares in OAO Volzhskaya TGK necessary to
convert into them all ordinary and preference shares in JSC Voljskaya TGK Holding. The number
of ordinary shares in OAO Volzhskaya TGK from among the additional shares receivable by any
shareholder of JSC Voljskaya TGK Holding shall be determined as the difference between the
number of ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in
accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares
in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or repurchased
and/or acquired by OAO Volzhskaya TGK receivable by such shareholder.
4.5. The shares in JSC Voljskaya TGK Holding shall be recognized as converted into ordinary
shares in OAO Volzhskaya TGK on the day on which an entry is made into the Unified State

                                                                                               227
Register of Legal Entities about the termination of operation of JSC Voljskaya TGK Holding
based on data from the JSC Voljskaya TGK Holding Shareholder Register on the above-
mentioned date.
4.6. The shares in JSC Voljskaya TGK Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Voljskaya TGK Holding by OAO Volzhskaya TGK approved by this resolution on behalf of
JSC Voljskaya TGK Holding.

For issue 45:
1. JSC UGK TGK-8 Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO YUGK TGK-8 (OGRN: 1053000012790) as
provided for by this resolution and the agreement for takeover of JSC UGK TGK-8 Holding by
OAO YUGK TGK-8.
     2. The agreement for takeover of JSC UGK TGK-8 Holding by OAO YUGK TGK-8
         (Appendix 42) shall be approved.
     3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
         the provisions on the appointment of JSC UGK TGK-8 Holding as the legal successor to
         RAO UES of Russia will be a deed of delivery for JSC UGK TGK-8 Holding under which
         the rights and duties of RAO UES of Russia transfer to OAO YUGK TGK-8.
The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC UGK TGK-8
Holding into the shares in OAO YUGK TGK-8 shall be defined:
4.1. All shares in JSC UGK TGK-8 Holding shall be converted into the shares in OAO YUGK
TGK-8 placed at the disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-
8 Holding, into the shares acquired and/or repurchased by OAO YUGK TGK-8 and/or into the
additional shares in OAO YUGK TGK-8 (if the shares in OAO YUGK TGK-8 placed at the
disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-8 Holding, as well as
the shares acquired and/or repurchased by OAO YUGK TGK-8 are not enough to convert all
shares in JSC UGK TGK-8 Holding in accordance with the approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO YUGK TGK-8 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO YUGK TGK-8 in
accordance with the Articles of Association of OAO YUGK TGK-8 and the laws of the Russian
Federation.
4.3. Share conversion ratios:
         0.0579291131548263 ordinary shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles;
         0.0632552010862921 preference shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO YUGK TGK-8 receivable by each shareholder of
JSC UGK TGK-8 Holding shall be calculated by dividing the number of a certain category of
shares in JSC UGK TGK-8 Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO YUGK TGK-8 receivable by any shareholder of JSC
UGK TGK-8 Holding the calculated number of shares to be held by such shareholder of JSC
UGK TGK-8 Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;

                                                                                             228
   -    if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
    - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO YUGK TGK-8.
   In case of issue of additional ordinary shares in OAO YUGK TGK-8 the number of ordinary
shares in OAO YUGK TGK-8 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO YUGK TGK-8 receivable by any shareholder of JSC UGK
TGK-8 Holding shall be a part of the integer determined by multiplying the number of ordinary
shares in OAO YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph
one of this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
YUGK TGK-8 placed at the disposal of OAO YUGK TGK-8 during a takeover of JSC UGK
TGK-8 Holding and/or repurchased and/or acquired by OAO YUGK TGK-8 to the total number
of ordinary shares in OAO YUGK TGK-8 necessary to convert into them all ordinary and
preference shares in JSC UGK TGK-8 Holding. The number of ordinary shares in OAO YUGK
TGK-8 from among the additional shares receivable by any shareholder of JSC UGK TGK-8
Holding shall be determined as the difference between the number of ordinary shares in OAO
YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph one of this
paragraph (after round-off) and the number of shares in OAO YUGK TGK-8 from among the
shares placed at the disposal of and/or repurchased and/or acquired by OAO YUGK TGK-8
receivable by such shareholder.
4.5. The shares in JSC UGK TGK-8 Holding shall be recognized as converted into ordinary
shares in OAO YUGK TGK-8 on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC UGK TGK-8 Holding based
on data from the JSC UGK TGK-8 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC UGK TGK-8 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC UGK TGK-8 Holding by OAO YUGK TGK-8 approved by this resolution on behalf of JSC
UGK TGK-8 Holding.

For issue 46:
1. JSC TGK-9 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-9 (OGRN: 1045900550024) as provided for by
this resolution and the agreement for takeover of JSC TGK-9 Holding by OAO TGK-9.
    2. The agreement for takeover of JSC TGK-9 Holding by OAO TGK-9 (Appendix 43) shall
         be approved.
    3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
         the provisions on the appointment of JSC TGK-9 Holding as the legal successor to RAO
         UES of Russia will be a deed of delivery for JSC TGK-9 Holding under which the rights
         and duties of RAO UES of Russia transfer to OAO TGK-9.
    The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC TGK-9
Holding into the shares in OAO TGK-9 shall be defined:
4.1. All shares in JSC TGK-9 Holding shall be converted into the shares in OAO TGK-9 placed at
the disposal of OAO TGK-9 as a result of a takeover of JSC TGK-9 Holding, into the shares
acquired and/or repurchased by OAO TGK-9 and/or into the additional shares in OAO TGK-9 (if
the shares in OAO TGK-9 placed at the disposal of OAO TGK-9 as a result of a takeover of JSC
TGK-9 Holding, as well as the shares acquired and/or repurchased by OAO TGK-9 are not
enough to convert all shares in JSC TGK-9 Holding in accordance with the approved conversion
ratios).




                                                                                              229
4.2. In case of issue of additional ordinary shares in OAO TGK-9 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-9 in accordance
with the Articles of Association of OAO TGK-9 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.0148511789603174 ordinary shares in JSC TGK-9 Holding shall be converted into 1
ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles;
         0.0162166182139303 preference shares in JSC TGK-9 Holding shall be converted into 1
ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles.
4.4. The number of ordinary shares in OAO TGK-9 receivable by each shareholder of JSC TGK-
9 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
9 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-9 receivable by any shareholder of JSC TGK-9
Holding the calculated number of shares to be held by such shareholder of JSC TGK-9 Holding is
a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the
following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-9.
    In case of issue of additional ordinary shares in OAO TGK-9 the number of ordinary shares in
OAO TGK-9 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-9 receivable by any shareholder of JSC TGK-9 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-9 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO TGK-9 placed at the disposal of OAO TGK-9
during a takeover of JSC TGK-9 Holding and/or repurchased and/or acquired by OAO TGK-9 to
the total number of ordinary shares in OAO TGK-9 necessary to convert into them all ordinary
and preference shares in JSC TGK-9 Holding. The number of ordinary shares in OAO TGK-9
from among the additional shares receivable by any shareholder of JSC TGK-9 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-9 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-9 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-9 receivable by such shareholder.
4.5. The shares in JSC TGK-9 Holding shall be recognized as converted into ordinary shares in
OAO TGK-9 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-9 Holding based on data from the JSC
TGK-9 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-9 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-9 Holding by OAO TGK-9 approved by this resolution on behalf of JSC TGK-9
Holding.

For issue 47:
1. JSC TGK-10 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-10 (OGRN: 1058602102437) as provided for
by this resolution and the agreement for takeover of JSC TGK-10 Holding by OAO TGK-10.
2. The agreement for takeover of JSC TGK-10 Holding by OAO TGK-10 (Appendix 44) shall
    be approved.



                                                                                                 230
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
     provisions on the appointment of JSC TGK-10 Holding as the legal successor to RAO UES of
     Russia will be a deed of delivery for JSC TGK-10 Holding under which the rights and duties
     of RAO UES of Russia transfer to OAO TGK-10.
    The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-10 Holding
into the shares in OAO TGK-10 shall be defined:
4.1. All shares in JSC TGK-10 Holding shall be converted into the shares in OAO TGK-10
placed at the disposal of OAO TGK-10 as a result of a takeover of JSC TGK-10 Holding, into the
shares acquired and/or repurchased by OAO TGK-10 and/or into the additional shares in OAO
TGK-10 (if the shares in OAO TGK-10 placed at the disposal of OAO TGK-10 as a result of a
takeover of JSC TGK-10 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-10 are not enough to convert all shares in JSC TGK-10 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-10 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-10 in accordance
with the Articles of Association of OAO TGK-10 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         112.8506097943880000 ordinary shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six one-hundredths)
rubles;
         123.2262609678840000 preference shares in JSC TGK-10 Holding shall be converted
into 1 ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six one-
hundredths) rubles.
    If prior to the date of placement of shares in JSC TGK-10 Holding, the shares in OAO TGK-
10 are split through an increase in the par value of one ordinary share in OAO TGK-10 from 1.66
(one and sixty-six one-hundredths) rubles to 0.01 (one one-hundredths) rubles, conversion ratios
shall be as follows:
    0,6798229490978070 ordinary shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 0.01 (one one-hundredths) rubles;
    0,7423268716944830 preference shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-10 receivable by each shareholder of JSC
TGK-10 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-10 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-10 receivable by any shareholder of JSC TGK-10
Holding the calculated number of shares to be held by such shareholder of JSC TGK-10 Holding
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-10.
    In case of issue of additional ordinary shares in OAO TGK-10 the number of ordinary shares
in OAO TGK-10 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-10 receivable by any shareholder of JSC TGK-10 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-10
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO TGK-10 placed at the
disposal of OAO TGK-10 during a takeover of JSC TGK-10 Holding and/or repurchased and/or

                                                                                                231
acquired by OAO TGK-10 to the total number of ordinary shares in OAO TGK-10 necessary to
convert into them all ordinary and preference shares in JSC TGK-10 Holding. The number of
ordinary shares in OAO TGK-10 from among the additional shares receivable by any shareholder
of JSC TGK-10 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-10 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-10 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-10 receivable by such
shareholder.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-10 Holding by OAO TGK-10 approved by this resolution on behalf of JSC TGK-10
Holding.

For issue 48:
1. JSC TGK-11 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-11 (OGRN: 1055406226237) as provided for
by this resolution and the agreement for takeover of JSC TGK-11 Holding by OAO TGK-11.
     2. The agreement for takeover of JSC TGK-11 Holding by OAO TGK-11 (Appendix 45)
         shall be approved.
     3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
         the provisions on the appointment of JSC TGK-11 Holding as the legal successor to RAO
         UES of Russia will be a deed of delivery for JSC TGK-11 Holding under which the rights
         and duties of RAO UES of Russia transfer to OAO TGK-11.
    The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC TGK-11
Holding into the shares in OAO TGK-11 shall be defined:
4.1. All shares in JSC TGK-11 Holding shall be converted into the shares in OAO TGK-11
placed at the disposal of OAO TGK-11 as a result of a takeover of JSC TGK-11 Holding, into the
shares acquired and/or repurchased by OAO TGK-11 and/or into the additional shares in OAO
TGK-11 (if the shares in OAO TGK-11 placed at the disposal of OAO TGK-11 as a result of a
takeover of JSC TGK-11 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-11 are not enough to convert all shares in JSC TGK-11 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-11 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-11 in accordance
with the Articles of Association of OAO TGK-11 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.1616458402794180 ordinary shares in JSC TGK-11 Holding shall be converted into 1
ordinary share in OAO TGK-11, each with a par value of 0.01 (one one-hundredths) rubles;
         0.1765077967672170 preference shares in JSC TGK-11 Holding shall be converted into 1
ordinary share in OAO TGK-11, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-11 receivable by each shareholder of JSC
TGK-11 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-11 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-11 receivable by any shareholder of JSC TGK-11
Holding the calculated number of shares to be held by such shareholder of JSC TGK-11 Holding
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;

                                                                                                232
   -    if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO TGK-11.
    In case of issue of additional ordinary shares in OAO TGK-11 the number of ordinary shares
in OAO TGK-11 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-11 receivable by any shareholder of JSC TGK-11 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-11
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO TGK-11 placed at the
disposal of OAO TGK-11 during a takeover of JSC TGK-11 Holding and/or repurchased and/or
acquired by OAO TGK-11 to the total number of ordinary shares in OAO TGK-11 necessary to
convert into them all ordinary and preference shares in JSC TGK-11 Holding. The number of
ordinary shares in OAO TGK-11 from among the additional shares receivable by any shareholder
of JSC TGK-11 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-11 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-11 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-11 receivable by such
shareholder.
4.5. The shares in JSC TGK-11 Holding shall be recognized as converted into ordinary shares in
OAO TGK-11 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-11 Holding based on data from the JSC
TGK-11 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-11 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-11 Holding by OAO TGK-11 approved by this resolution on behalf of JSC TGK-11
Holding.

For issue 49:
1. JSC Kuzbassenergo Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Kuzbassenergo (OGRN:
1024200678260) as provided for by this resolution and the agreement for takeover of JSC
Kuzbassenergo Holding by OAO Kuzbassenergo.
    2. The agreement for takeover of JSC Kuzbassenergo Holding by OAO Kuzbassenergo
        (Appendix 46) shall be approved.
    3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
        the provisions on the appointment of JSC Kuzbassenergo Holding as the legal successor to
        RAO UES of Russia will be a deed of delivery for JSC Kuzbassenergo Holding under
        which the rights and duties of RAO UES of Russia transfer to OAO Kuzbassenergo.
   The deed of delivery (Appendix A) shall be approved.
4.      The following procedure and conditions for the conversion of shares in JSC
Kuzbassenergo Holding into the shares in OAO Kuzbassenergo shall be defined:
4.1. All shares in JSC Kuzbassenergo Holding shall be converted into the shares in OAO
Kuzbassenergo placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC
Kuzbassenergo Holding, into the shares acquired and/or repurchased by OAO Kuzbassenergo
and/or into the additional shares in OAO Kuzbassenergo (if the shares in OAO Kuzbassenergo
placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC Kuzbassenergo
Holding, as well as the shares acquired and/or repurchased by OAO Kuzbassenergo are not
enough to convert all shares in JSC Kuzbassenergo Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Kuzbassenergo they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Kuzbassenergo in



                                                                                             233
accordance with the Articles of Association of OAO Kuzbassenergo and the laws of the Russian
Federation.
4.3. Share conversion ratios:
         143.0401832908600000 ordinary shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00)
ruble;
         156.1915082887740000 preference shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) ruble.
    If prior to the date of placement of shares in JSC Kuzbassenergo Holding, the shares in OAO
Kuzbassenergo are split through an increase in the par value of one ordinary share in OAO
Kuzbassenergo from one (1.00) ruble to 0.01 (one one-hundredths) rubles, conversion ratios shall
be as follows:
         1.4304018329086000 ordinary shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles;
         1.5619150828877400 preference shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO Kuzbassenergo receivable by each shareholder of
JSC Kuzbassenergo Holding shall be calculated by dividing the number of a certain category of
shares in JSC Kuzbassenergo Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO Kuzbassenergo receivable by any shareholder of JSC
Kuzbassenergo Holding the calculated number of shares to be held by such shareholder of JSC
Kuzbassenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO Kuzbassenergo.
    In case of issue of additional ordinary shares in OAO Kuzbassenergo the number of ordinary
shares in OAO Kuzbassenergo from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO Kuzbassenergo receivable by any shareholder of JSC
Kuzbassenergo Holding shall be a part of the integer determined by multiplying the number of
ordinary shares in OAO Kuzbassenergo receivable by such shareholder in accordance with sub-
paragraph one of this paragraph (after round-off) by the ratio of the total number of ordinary
shares in OAO Kuzbassenergo placed at the disposal of OAO Kuzbassenergo during a takeover
of JSC Kuzbassenergo Holding and/or repurchased and/or acquired by OAO Kuzbassenergo to
the total number of ordinary shares in OAO Kuzbassenergo necessary to convert into them all
ordinary and preference shares in JSC Kuzbassenergo Holding. The number of ordinary shares in
OAO Kuzbassenergo from among the additional shares receivable by any shareholder of JSC
Kuzbassenergo Holding shall be determined as the difference between the number of ordinary
shares in OAO Kuzbassenergo receivable by such shareholder in accordance with sub-paragraph
one of this paragraph (after round-off) and the number of shares in OAO Kuzbassenergo from
among the shares placed at the disposal of and/or repurchased and/or acquired by OAO
Kuzbassenergo receivable by such shareholder.
4.5. The shares in JSC Kuzbassenergo Holding shall be recognized as converted into ordinary
shares in OAO Kuzbassenergo on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Kuzbassenergo Holding



                                                                                               234
based on data from the JSC Kuzbassenergo Holding Shareholder Register on the above-
mentioned date.
4.6. The shares in JSC Kuzbassenergo Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Kuzbassenergo Holding by OAO Kuzbassenergo approved by this resolution on behalf of
JSC Kuzbassenergo Holding.

For issue 50:
1. JSC Enisei TGK Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO Yeniseiskaya TGK (TGK-13) (OGRN:
1051901068020) as provided for by this resolution and the agreement for takeover of JSC Enisei
TGK Holding by OAO Yeniseiskaya TGK (TGK-13).
     2. The agreement for takeover of JSC Enisei TGK Holding by OAO Yeniseiskaya TGK
         (TGK-13) (Appendix 47) shall be approved.
     3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
         the provisions on the appointment of JSC Enisei TGK Holding as the legal successor to
         RAO UES of Russia will be a deed of delivery for JSC Enisei TGK Holding under which
         the rights and duties of RAO UES of Russia transfer to OAO Yeniseiskaya TGK (TGK-
         13).
    The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC Enisei TGK
Holding into the shares in OAO Yeniseiskaya TGK (TGK-13) shall be defined:
4.1. All shares in JSC Enisei TGK Holding shall be converted into the shares in OAO
Yeniseiskaya TGK (TGK-13) received by OAO Yeniseiskaya TGK (TGK-13) as a result of a
takeover of JSC Enisei TGK Holding, into the shares acquired and/or repurchased by OAO
Yeniseiskaya TGK (TGK-13) and/or into the additional shares in OAO Yeniseiskaya TGK
(TGK-13) (if the shares in OAO Yeniseiskaya TGK (TGK-13) placed at the disposal of OAO
Yeniseiskaya TGK (TGK-13) as a result of a takeover of JSC Enisei TGK Holding, as well as the
shares acquired and/or repurchased by OAO Yeniseiskaya TGK (TGK-13) are not enough to
convert all shares in JSC Enisei TGK Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) they
shall provide to the shareholders the same rights as the outstanding ordinary shares in OAO
Yeniseiskaya TGK (TGK-13) in accordance with the Articles of Association of OAO
Yeniseiskaya TGK (TGK-13) and the laws of the Russian Federation.
4.3. Share conversion ratios:
         13138.9421196598000000 ordinary shares in JSC Enisei TGK Holding shall be converted
into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 226.42
(two-hundred and twenty-six and forty-two one-hundredths) rubles;
         14346.9557978378000000 preference shares in JSC Enisei TGK Holding shall be
converted into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of
226.42 (two-hundred and twenty-six and forty-two one-hundredths) rubles.
    If prior to the date of placement of shares in JSC Enisei TGK Holding the shares are split
OAO Yeniseiskaya TGK (TGK-13) through an increase in the par value of one ordinary share in
OAO Yeniseiskaya TGK (TGK-13) from 226.42 (two-hundred and twenty-six and forty-two one-
hundredths) to 0.01 (one one-hundredths) rubles, conversion ratios shall be as follows:
         0.5802907039863900 ordinary shares in JSC Enisei TGK Holding shall be converted into
1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one one-
hundredths) rubles;



                                                                                            235
        0.6336434854623160 preference shares in JSC Enisei TGK Holding shall be converted
into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one
one-hundredths) rubles.
4.4. The number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) receivable by each
shareholder of JSC Enisei TGK (TGK-13) Holding shall be calculated by dividing the number of
a certain category of shares in JSC Enisei TGK (TGK-13) Holding owned by such shareholder by
the applicable conversion ratio.
    If in the calculation of shares in OAO Yeniseiskaya TGK (TGK-13) receivable by any
shareholder of JSC Enisei TGK (TGK-13) Holding the calculated number of shares to be held by
such shareholder of JSC Enisei TGK (TGK-13) Holding is a fraction, the fractional part of the
quantity of shares shall be rounded off in accordance with the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
        any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO Yeniseiskaya TGK (TGK-13).
    In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) the
number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the shares placed
at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK-13)
receivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be a part of the integer
determined by multiplying the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13)
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK-
13) placed at the disposal of OAO Yeniseiskaya TGK (TGK-13) during a takeover of JSC Enisei
TGK (TGK-13) Holding and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK-
13) to the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) necessary to
convert into them all ordinary and preference shares in JSC Enisei TGK (TGK-13) Holding. The
number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the additional
shares receivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be determined
as the difference between the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13)
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) and the number of shares in OAO Yeniseiskaya TGK (TGK-13) from among the
shares placed at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK
(TGK-13) receivable by such shareholder.
4.5. The shares in JSC Enisei TGK Holding shall be recognized as converted into ordinary shares
in OAO Yeniseiskaya TGK (TGK-13) on the day on which an entry is made into the Unified
State Register of Legal Entities about the termination of operation of JSC Enisei TGK Holding
based on data from the JSC Enisei TGK Holding Shareholder Register on the above-mentioned
date.
4.6. The shares in JSC Enisei TGK Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Enisei TGK Holding by OAO Yeniseiskaya TGK (TGK-13) approved by this resolution on
behalf of JSC Enisei TGK Holding.

For issue 51:
1. JSC TGK-14 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-14 (OGRN: 1047550031242) as provided for
by this resolution and the agreement for takeover of JSC TGK-14 Holding by OAO TGK-14.
    2. The agreement for takeover of JSC TGK-14 Holding by OAO TGK-14 (Appendix 48)
        shall be approved.

                                                                                             236
     3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
         the provisions on the appointment of JSC TGK-14 Holding as the legal successor to RAO
         UES of Russia will be a deed of delivery for JSC TGK-14 Holding under which the rights
         and duties of RAO UES of Russia transfer to OAO TGK-14.
    The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC TGK-14
Holding into the shares in OAO TGK-14 shall be defined:
4.1. All shares in JSC TGK-14 Holding shall be converted into the shares in OAO TGK-14
placed at the disposal of OAO TGK-14 as a result of a takeover of JSC TGK-14 Holding, into the
shares acquired and/or repurchased by OAO TGK-14 and/or into the additional shares in OAO
TGK-14 (if the shares in OAO TGK-14 placed at the disposal of OAO TGK-14 as a result of a
takeover of JSC TGK-14 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-14 are not enough to convert all shares in JSC TGK-14 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-14 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-14 in accordance
with the Articles of Association of OAO TGK-14 and the laws of the Russian Federation.
4.3. Share conversion ratios:
         0.1029482031352750 ordinary shares in JSC TGK-14 Holding shall be converted into 1
ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles;
         0.1124134124648120 preference shares in JSC TGK-14 Holding shall be converted into 1
ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles.
    4.4. The number of ordinary shares in OAO TGK-14 receivable by each shareholder of JSC
TGK-14 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-14 Holding owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO TGK-14 receivable by any shareholder of JSC TGK-14
Holding the calculated number of shares to be held by such shareholder of JSC TGK-14 Holding
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
     - if the period is followed by any number from 5 to 9, one shall be added to the integer and
         any numbers following the period shall be ignored;
     - if the period is followed by any number from 0 to 4, only the integer shall be taken into
         consideration and any numbers following the period shall be ignored;
     - if as a result of round-off no shares are receivable by any shareholder, such shareholder
         shall receive one share in OAO TGK-14.
    In case of issue of additional ordinary shares in OAO TGK-14 the number of ordinary shares
in OAO TGK-14 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-14 receivable by any shareholder of JSC TGK-14 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-14
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO TGK-14 placed at the
disposal of OAO TGK-14 during a takeover of JSC TGK-14 Holding and/or repurchased and/or
acquired by OAO TGK-14 to the total number of ordinary shares in OAO TGK-14 necessary to
convert into them all ordinary and preference shares in JSC TGK-14 Holding. The number of
ordinary shares in OAO TGK-14 from among the additional shares receivable by any shareholder
of JSC TGK-14 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-14 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-14 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-14 receivable by such
shareholder.
4.5. The shares in JSC TGK-14 Holding shall be recognized as converted into ordinary shares in
OAO TGK-14 on the day on which an entry is made into the Unified State Register of Legal

                                                                                                237
Entities about the termination of operation of JSC TGK-14 Holding based on data from the JSC
TGK-14 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-14 Holding to be converted shall be canceled upon conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC TGK-14 Holding by OAO TGK-14 approved by this resolution on behalf of JSC TGK-14
Holding.

For issue 52:
1. JSC Inter RAO UES Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Sochinskaya TPP (OGRN:
1022302933630) as provided for by this resolution and the agreement for takeover of.
     2. The agreement for takeover of JSC Inter RAO UES Holding, RAO UES
         INTERNATIONAL, OAO Severo-Zapadnaya CHPP, OAO Kaliningradskaya CHPP-2,
         OAO Ivanovskie CCGTs by OAO Sochinskaya TPP (Appendix 49) shall be approved.
     3. It shall be specified that the separation balance sheet of RAO UES of Russia containing
         the provisions on the appointment of JSC Inter RAO UES Holding as the legal successor
         to RAO UES of Russia will be a deed of delivery for JSC Inter RAO UES Holding under
         which the rights and duties of RAO UES of Russia transfer to OAO Sochinskaya TPP.
    The deed of delivery (Appendix A) shall be approved.
4.       The following procedure and conditions for the conversion of shares in JSC Inter RAO
UES Holding into the shares in OAO Sochinskaya TPP shall be defined:
4.1. All shares in JSC Inter RAO UES Holding shall be converted into the shares in OAO
Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP as a result of a takeover of JSC
Inter RAO UES Holding, as well as into the additional shares in OAO Sochinskaya TPP.
4.2. Additional ordinary shares in OAO Sochinskaya TPP shall provide to the shareholders the
same rights as the outstanding ordinary shares in OAO Sochinskaya TPP in accordance with the
Articles of Association of OAO Sochinskaya TPP and the laws of the Russian Federation.
4.3. Share conversion ratios:
         238.8667268847130000 ordinary shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of one thousand
(1,000) rubles;
         260.8284853512910000 preference shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of one thousand
(1,000) rubles.
    If prior to the date of placement of shares in JSC Inter RAO UES Holding, the shares in OAO
Sochinskaya TPP are split through an increase in the par value of one ordinary share in OAO
Sochinskaya TPP from one thousand (1,000) rubles to ten (10) kopecks, conversion ratios shall be
as follows:
         0.0238866726884713 ordinary shares in JSC Inter RAO UES Holding shall be converted
into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10) kopecks;
         0.0260828485351291 preference shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10)
kopecks.
4.4. The number of ordinary shares in OAO Sochinskaya TPP receivable by each shareholder of
JSC Inter RAO UES Holding shall be calculated by dividing the number of a certain category of
shares in JSC Inter RAO UES Holding owned by such shareholder by the applicable conversion
ratio.
    If in the calculation of shares in OAO Sochinskaya TPP receivable by any shareholder of JSC
Inter RAO UES Holding the calculated number of shares to be held by such shareholder of JSC
Inter RAO UES Holding is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:

                                                                                               238
   -    if the period is followed by any number from 5 to 9, one shall be added to the integer and
        any numbers following the period shall be ignored;
    - if the period is followed by any number from 0 to 4, only the integer shall be taken into
        consideration and any numbers following the period shall be ignored;
    - if as a result of round-off no shares are receivable by any shareholder, such shareholder
        shall receive one share in OAO Sochinskaya TPP.
    The number of ordinary shares in OAO Sochinskaya TPP from among the shares placed at the
disposal of OAO Sochinskaya TPP receivable by any shareholder of JSC Inter RAO UES
Holding shall be a part of the integer determined by multiplying the number of ordinary shares in
OAO Sochinskaya TPP receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP during a takeover of JSC Inter
RAO UES Holding to the total number of ordinary shares in OAO Sochinskaya TPP necessary to
convert into them all ordinary and preference shares in JSC Inter RAO UES Holding.
    The number of ordinary shares in OAO Sochinskaya TPP from among the additional shares
receivable by any shareholder of JSC Inter RAO UES Holding shall be determined as the
difference between the number of ordinary shares in OAO Sochinskaya TPP receivable by such
shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and the
number of shares in OAO Sochinskaya TPP from among the shares placed at the disposal of
OAO Sochinskaya TPP receivable by such shareholder.
    The shares in OAO Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP
remaining after conversion shall be canceled.
4.5. The shares in JSC Inter RAO UES Holding shall be recognized as converted into ordinary
shares in OAO Sochinskaya TPP on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Inter RAO UES Holding
based on data from the JSC Inter RAO UES Holding Shareholder Register on the above-
mentioned date.
4.6. The shares in JSC Inter RAO UES Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the agreement for takeover of
JSC Inter RAO UES Holding by OAO Sochinskaya TPP approved by this resolution on behalf of
JSC Inter RAO UES Holding.

For issue 53:
1. RAO UES of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN:
1024701893336) as provided for by this resolution and the takeover agreement approved by this
resolution.
    2. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the
        adoption of a resolution on reorganization through a takeover by sending notifications by
        registered mail and publish notice of reorganization of RAO UES of Russia in a periodical
        intended for the publication of data concerning the state registration of legal entities.
    3. The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice
    of the adopted resolution is published or within (30) days of the date on which notifications
    are sent thereto shall be entitled to claim in writing the termination or early performance of
    the respective obligations of RAO UES of Russia and reimbursement for their losses. Based
    on the claims received from creditors RAO UES of Russia shall prepare a register of satisfied
    and satisfiable creditors’ claims.
    4. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock
        Companies" the shareholders of RAO UES of Russia that vote against, while voting on
        the issue on the agenda of the Extraordinary General Meeting of RAO UES of Russia, or
        do not participate in voting on the above-mentioned issue shall be entitled to demand that

                                                                                              239
        RAO UES of Russia repurchase, in whole or in part, the shares owned by them in
        accordance with the procedure established in conformity with the requirements of laws of
        the Russian Federation by the Board of Directors of RAO UES of Russia in the notice of
        the upcoming Extraordinary General Meeting of RAO UES of Russia. The list of persons
        that vote against, while voting on this issue on the agenda of the Extraordinary General
        Meeting of RAO UES of Russia, or do not participate in voting on the above-mentioned
        issue shall be prepared by the registrar of RAO UES of Russia based on data from the list
        of persons entitled to participate in the General Meeting of Shareholders of RAO UES of
        Russia.
    5. Shares shall be repurchased at a price determined by the Board of Directors of RAO UES
        of Russia in accordance with paragraph 3 of article 75 of the Federal Law "On Joint-Stock
        Companies".
6.      The report on the results of submission of demands by the shareholders for the repurchase
of shares owned by them shall be approved by the Board of Directors of RAO UES of Russia not
later than December 15, 2007.
7.      The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC
Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk
Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission
Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO
Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh
Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission
Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO
Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO
Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban
Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission
Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO
Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni
Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg
Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza
Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg
Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission
Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission
Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO
Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission
Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company,
OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks,
OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO
Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO
Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission
Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the
Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk
Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC,
OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by
OAO FGC UES (Appendix 29) shall be approved.
    8. The deed of delivery of RAO UES of Russia to be reorganized through its takeover by
        OAO FGC UES (Appendix B) shall be approved.
9.      The following procedure and conditions for the conversion of shares in RAO UES of
Russia into the shares in OAO FGC UES shall be defined:
        9.1. All shares in RAO UES of Russia shall be converted into the additional ordinary
        shares in OAO FGC UES.
        9.2. If RAO UES of Russia is taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding, all shares in RAO UES of Russia shall be converted into the additional

                                                                                             240
ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Gosudarstvennii Holding and RAO UES of Russia.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES
of Russia as a result of conversion the calculated number of shares to be held by such shareholder
of RAO UES of Russia is a fraction, the fractional part of the quantity of shares shall be rounded
off in accordance with the following rule:
         -       if the period is followed by any number from 5 to 9, one shall be added to the
         integer and any numbers following the period shall be ignored;
         -       if the period is followed by any number from 0 to 4, only the integer shall be taken
         into consideration and any numbers following the period shall be ignored;
         -       if as a result of round-off no additionally issued shares are receivable by any
         shareholder, such shareholder shall receive one share in OAO FGC UES from among
         those placed at the disposal of OAO FGC UES.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of RAO UES of Russia and JSC Gosudarstvennii Holding (and as a result of a takeover
of any other target companies if such other companies are taken over together) which OAO FGC
UES will still have at its disposal after the conversion of shares in RAO UES of Russia (and after
the conversion of shares in any other target companies if such other companies are taken over
together) shall be canceled.
9.3. If RAO UES of Russia is not taken over by OAO FGC UES along with JSC Gosudarstvennii
Holding, all shares in RAO UES of Russia shall be converted into the additional ordinary shares
in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of RAO
UES of Russia and into the additional ordinary shares in OAO FGC UES.
    In this case the number of ordinary shares in OAO FGC UES receivable by each shareholder
of RAO UES of Russia shall be calculated by dividing the number of a certain category of shares
in RAO UES of Russia owned by such shareholder by the applicable conversion ratio.
    If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES
of Russia the calculated number of shares to be held by such shareholder of RAO UES of Russia
is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with
the following rule:
         -       if the period is followed by any number from 5 to 9, one shall be added to the
         integer and any numbers following the period shall be ignored;
         -       if the period is followed by any number from 0 to 4, only the integer shall be taken
         into consideration and any numbers following the period shall be ignored;
         -       if as a result of round-off no shares are receivable by any shareholder, such
         shareholder shall receive one share in OAO FGC UES.
    The number of ordinary shares in OAO FGC UES from among the shares placed at the
disposal of OAO FGC UES receivable by any shareholder of RAO UES of Russia shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO FGC UES
receivable by such shareholder in accordance with sub-paragraph two of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at the
disposal of OAO FGC UES to the total number of ordinary shares in OAO FGC UES necessary
to convert into them all ordinary and preference shares in RAO UES of Russia.
    The number of ordinary shares in OAO FGC UES from among the additional shares
receivable by any shareholder of RAO UES of Russia shall be determined as the difference
between the number of ordinary shares in OAO FGC UES receivable by such shareholder in
accordance with sub-paragraph two of this paragraph (after round-off) and the number of shares
in OAO FGC UES from among the shares placed at the disposal of OAO FGC UES receivable by
such shareholder.
    The shares in OAO FGC UES placed at the disposal of OAO FGC UES remaining after
conversion shall be canceled.



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    10. Share conversion ratios:
        0.4413044122847170 ordinary shares in RAO UES of Russia shall be converted into 1
ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles;
        0.4818785895225160 A preference shares in RAO UES of Russia shall be converted into
1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles.
    11. The shares in RAO UES of Russia shall be recognized as converted into ordinary shares in
        OAO FGC UES on the day on which an entry is made into the Unified State Register of
        Legal Entities about the termination of operation of RAO UES of Russia based on data
        from the RAO UES of Russia Shareholder Register on the above-mentioned date.
    12. The shares in RAO UES of Russia to be converted shall be canceled upon conversion.
13. For the purposes of implementation of this resolution the completion of reorganization of
RAO UES of Russia through its takeover by OAO FGC UES shall be allowed not earlier than the
completion of reorganization of RAO UES of Russia through a spin-off of JSC Gosudarstvennii
Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC
Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3
Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding,
JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK
Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding, JSC
Inter RAO UES Holding, JSC Holding MRSK, JSC RAO Energy System of East, JSC
Centerenergyholding, JSC Sibenergyholding, JSC Intergeneration

Minutes preparation date: October 30, 2007.



A. S. Voloshin, Chairman of the Meeting of Shareholders


A. V. Gabov, Secretary of the Meeting of Shareholders




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